TCR_Public/110418.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, April 18, 2011, Vol. 14, No. 107

                            Headlines

1801 ROBERT: Case Summary & 2 Largest Unsecured Creditors
AES THAMES: Court OKs FTI Consulting as Panel's Financial Advisor
AES THAMES: Court Approves Blank Rome as Committee's Counsel
AES THAMES: Wins Nod for Murtha Cullina as Special Counsel
AGE REFINING: Court Okays $41MM Asset Sale to NuStar Energy

AIRTRAN HOLDINGS: Informs Holders of 7% Notes on Southwest Merger
ALBERS MILL: Case Summary & 20 Largest Unsecured Creditors
ALLY FINANCIAL: Inks Consent Order With Federal Reserve's Board
AMERICA WEST: Denly Utah Discloses 40.9% Equity Stake
AMR CORP: To Announce First Quarter Results on Wednesday

AMSCAN HOLDINGS: Reports $49.43 Million Net Income in 2010
BAKERS FOOTWEAR: Terminates Registration of 2.64MM Common Shares
BANKATLANTIC BANCORP: Fails to Comply NYSE's Listing Standard
BARNES BAY: Real Estate Funds Want Chapter 11 Subpoena Nixed
BARTOW COUNTY BANK: Closed; Hamilton State Assumes All Deposits

BEAR ISLAND: Plan Filing Exclusivity Extended Until July 1
BLANCO VELEZ: Case Summary & 20 Largest Unsecured Creditors
BLOSSOM VALLEY: Disclosure Statement Hearing on May 5
BORDERS GROUP: Has OK to Hire Deloitte Consulting
BORDERS GROUP: Has OK to Hire Deloitte Tax as Advisor

BORDERS GROUP: Wins Approval for Mercer as Compensation Advisor
BORDERS GROUP: Committee Has Nod for Lowenstein as Counsel
BRUNDAGE-BONE: Plan Confirmation Hearing Continued to April 29
CABI SMA: Employs Cascade Capital Group as Financial Advisor
CABI SMA: Court Affirms is "Single Asset Real Estate" Status

CABI SMA: U.S. Trustee Will Not Appoint Creditors Committee
CAFE BELO: Voluntary Chapter 11 Case Summary
CATHOLIC CHURCH: Davenport Trust Objects to New Evidence at Trial
CATHOLIC CHURCH: Milw. Committee Proposes Rule 2004 Discovery
CHINA CENTURY: Murray, Frank & Sailer Begins Probe on Fraud Claims

CINCINNATI BELL: Fitch Affirms 'B' Issuer Default Rating
CMHA-TCB I: Asks for Court OK to Hire Reznick Group as Accountants
CMHA-TCB V: Asks for Court OK to Hire Reznick Group as Accountants
COMMERCIAL VEHICLE: Prices $250MM of Sr. Secured Notes at Par
COMPLIANCE SYSTEMS: Incurs $684,840 Net Loss in 2010

COMSTOCK MINING: Restates Q3 Financials to Correct Errors
CONCORD INT'L: Former Director Susan Davis Faces Fraud Charges
CONVERSION SERVICES: Amends 2008 Loan Pact With Access Capital
CROWN FOREX: Receiver Blasts BofA, UBS, Others
CYTOCORE INC: Incurs $2.09 Million Net Loss in 2010

DAIS ANALYTIC: Common Shares Sell at $0.40 Apiece on April 11
DAIS ANALYTIC: Restates Employment Pact With T. Tangredi
DAMON PURSELL: BOW Files Competing Plan; Hearing Set for April 26
DAZ VINEYARDS: Disclosure Statement Hearing Set for June 29
DBSD N.A.: Files Second Reorganization Plan

DIGITILITI INC: Incurs $6.41 Million Net Loss in 2010
EFD LTD: Asks for Court OK to Hire Homann Taube as Bankr. Counsel
ENERGY FUTURE: TCEH Receives Consents to Amend 2007 Credit Pact
ENERGY FUTURE: Intends to Offer $1.72BB Sr. Notes Due 2010
ENERGY FUTURE: Prices $1.75-Bil. Notes at 99.295% of Face Value

EQK BRIDGEVIEW: Land Swap Didn't Adequately Protect BofA
EVERGREEN ENERGY: To Sell Boiler Island to MR&E for $2.9 Million
FB&F ENTERTAINMENT: Files for Chapter 11 Bankruptcy Protection
FOOTPRINTS TRANSPORTATION: Voluntary Chapter 11 Case Summary
GAS CITY: Has Go-Signal to Sell Assets for $135 Million

GLOBAL CROSSING: STT Crossing Discloses 60.2% Equity Stake
GLOBAL CROSSING: Extends Term of KMPP to December 2012
GLOBAL CROSSING: Inks Pact & Plan of Amalgamation With Level 3
GREAT ATLANTIC & PACIFIC: Retirees Want Own Official Committee
GREAT ATLANTIC & PACIFIC: Proposes "Dark" Store Lease Procedures

GREAT ATLANTIC & PACIFIC: Files Schedules of Assets & Debts
GREYSTONE LOGISTICS: Delays Filing of Feb. 28 Form 10-Q
GULF FLEET: Got Disclosure Statement OK; Plan Hearing on April 26
GULF FLEET: Sells 3 Vessels to Multimpex for $2.2-Mil.
HARKERS HOLLOW: Case Summary & 20 Largest Unsecured Creditors

HARRY & DAVID: Proposes Richards Layton as Co-Counsel
HARRY & DAVID: Wants to Hire McKinsey as Management Consultant
HD SUPPLY: Incurs $619-Mil. Net Loss in Yr. Ended Jan. 30
HERITAGE BANKING: Closed; Trustmark National Assumes All Deposits
HERITAGE CONSOLIDATED: Has Cash Collateral Access Until Apr. 30

IL LUGANO: Seeks to Sell Condominium Unit #1208 for $625,000
INDIANAPOLIS DOWNS: Wants Lazard Freres as Investment Banker
INDIANAPOLIS DOWNS: Taps Kobi Partners to Provide CRO
INDIANAPOLIS DOWNS: Taps Robert E. Neiman as Special Counsel
INDIGO-ENERGY: Unable to File Form 10-K Due to Financial Woes

INTEGRA BANK: To Sell Integra Wealth Management & Trust Division
JNL Funding: Disclosure Statement Hearing Set for April 27
JOHNSON BROADCASTING: Court Confirms Chap. 11 Reorganization Plan
KH FUNDING: Committee Seeks to Retain BDO as Financial Advisor
KH FUNDING: Has Until July 1 to Decide on Colewood Lease

KH FUNDING: Obtains Approval to Sell Snider Lane Property
L & T MACHINING: Case Summary & 20 Largest Unsecured Creditors
LA JOLLA PHARMACEUTICAL: Incurs $3.76 Million Net Loss in 2010
LACK'S STORES: Gets Okay of Victoria Property Sale for $2.2MM
LAS VEGAS MONORAIL: Disclosure Statement Hearing Moved to May 25

LEHMAN BROTHERS: Paulson to Present Rival Plan at June 28 Hearing
LEHMAN BROTHERS: Defends Plan Confirmation Discovery Process
LEHMAN BROTHERS: Barclays Seeks to Confirm Brokerage Assets' Value
LENNY DYKSTRA: Faces Fed Suit Over Embezzlement
LEVEL 3 COMMS: Inks Agreement & Plan of Amalgamation With Global

LEVI STRAUSS: J. Calhoun Resigns as EVP & Pres. of Global Dockers
MCGINNIS LAND: Court Dismisses Chapter 11 Cases
MGM RESORTS: Inks Pact to Obtain 51% Ownership of MGM China
MOHEGAN TRIBAL: Posts March Statistical Report for Mohegan Sun
MONTEBELLO, CA: Interim Administrator Cosentini Steps Down

MSR RESORT: Section 341(a) Meeting Moved to April 26
NASDAQ OMX: May Get Junk Rating if Euronext Bid Is Raised
NEW HORIZONS BANK: Closed; Citizens South Assumes All Deposits
NEXITY BANK: Closed; AloStar Bank Assumes All Deposits
NEXITY FINANCIAL: Seeking Fresh Capital From P/E Firms

NOVELOS THERAPEUTICS: Reports $2.09 Million Net Income in 2010
NPS PHARMACEUTICALS: To Offer 11MM Common Shares at $9.00 Apiece
OLDE PRAIRIE: Can't Pay DIP Financing Expenses Using JMB Funds
OLSON AND IMHOFF: Case Summary & 2 Largest Unsecured Creditors
OMEGA OPTICAL: Voluntary Chapter 11 Case Summary

OVERLAND STORAGE: Regains Compliance With NASDAQ Requirements
PATIENT SAFETY: Reports $2.00 Million Net Income in 2010
PHILADELPHIA ORCHESTRA: Files for Bankruptcy After 111 Years
PHILADELPHIA ORCHESTRA: Voluntary Chapter 11 Case Summary
PHOENIX FOOTWEAR: Incurs $1.70 Million Net Loss in 2010

PINE MOUNTAIN: U.S. Trustee Wants Case Dismissed or Converted
POINT BLANK: Security Holders Committee Seeks Hearing Continuation
QWEST COMMUNICATIONS: Terminates Registration of Common Shares
RADIENT PHARMACEUTICALS: Needs Additional Time to File Form 10-K
RAY ANTHONY: Wins Approval to Hire Smith Adams as Special Counsel

RAY ANTHONY: Wins Approval to Hire Lydecker as Special Counsel
REACH ACADEMY: Financially Insolvent; Receiver Sought
REDGATE PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
ROMIO'S FRANCHISE: Changes Name to Kebella's Pizza on May 1
ROSEMOUNT NAT'L: Closed; Central Bank Stillwater Assumes Deposits

SANITARY AND IMPROVEMENT: Files Chapter 9 Petition
SANITARY AND IMPROVEMENT: Chapter 9 Case Summary & Creditors List
SANSWIRE CORP: Invited by DoD to Conduct Testing of Argus One
SEAHAWK DRILLING: Proposes $2.3MM Bonus Package for Execs
SEQUOIA PARTNERS: Replaces Michael Bird in Creditors' Committee

SMITHVILLE CROSSING: Southport, N.C. Shopping Center in Ch. 11
SOUTHLAKE AVIATION: Wants Case Dismissed After Recovering Jet
STAFFORD FURNITURE: Sports Center's Future Puts in Limbo
STATION CASINOS: Affiliates File for Ch. 11 for Green Valley Sale
STATION CASINOS: U.S. Govt. Appeals No Tax Liability Ruling

SUPERIOR BANCORP: Delays 10-K Report; Has Nasdaq Non-Compliance
SUPERIOR BANK: Closed; Superior Bank NA Assumes All Deposits
SUSTAINABLE ENVIRONMENT: Sees $2.3MM in Sales From DIW for 2011
T3 MOTION: Maturity of Immersive's P-Note Extended to April 30
TASTY BAKING: Amends Rights Agreement With American Stock

TAYLOR BEAN: Former CEO Details Failed Scheme to Take TARP Funds
TBG DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors
TELETOUCH COMMUNICATIONS: Incurs $942,000 Net Loss in Feb. 28 Qtr.
TELKONET INC: Board OKs Indemnification Pact With R. Mushrush
TELTRONICS INC: 530,000 Stock Options of Two Officers Expires

TRANS ENERGY: Reports $17.92 Million Net Income in 2010
TREVOR DAVIS: Estranged Wife Wants Chapter 11 Trustee Appointed
TRIDIMENSION ENERGY: To Present Plan for Confirmation April 28
ULTIMATE ACQUISITION: Closes Tigard, All Other Stores
US AIRWAYS: Bankr. Ct. Says $60 Mil. Holcome Claim Not Moot

V-100 LLC: Voluntary Chapter 11 Case Summary
WATERSCAPE RESORT: Taps Troutman Sanders as Bankruptcy Counsel
WAYSIDE RD.: Case Summary & 4 Largest Unsecured Creditors
WECK CORP: Creditors Will Get 3% to 7% Under Liquidation Plan
WESTCLIFF MEDICAL: Exclusive Plan Filing Deadline Moved to June 13

WEST CORP: No Public Market of Common Shares Exists
WESTERN APARTMENT: Taps O'Connor Playdon as General Counsel
WESTMORELAND COAL: Amends Form S-1 for 3,766,715 Shares
WOLVERINE TUBE: Seeks Exclusivity Extension After PBGC Deal
XSTREAM SYSTEMS: Organizational Meeting Set for April 21

ZALE CORP: SEC Completes Investigation, Takes No Action

* 6 Lenders Fail Friday as Year's Closings Reach 34
* Regional Banks Still in "Precarious and Difficult," Analyst Says
* Big Banks Face Fines for Foreclosure Mess

* Two Defaults Last Week Drive S&P's Global Tally to 6
* S&P: Consumers Starting to Releverage While Still Deleveraging
* S&P: US CLO Performance Still Improving in 2011

* BOND PRICING -- For Week From April 11 to 15, 2011


                            *********


1801 ROBERT: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 1801 Robert Fulton Drive, LLC
        c/o 1801 Robert Fulton Drive SPE, Inc., Mgr.
        Attn: Ronald P. Salerno, President
        11490 Commerce Park Drive, Suite 320
        Reston, VA 20191

Bankruptcy Case No.: 11-12753

Chapter 11 Petition Date: April 14, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Robert M. Marino, Esq.
                  REDMON PEYTON & BRASWELL, LLP
                  510 King Street, Suite 301
                  Alexandria, VA 22314-3143
                  Tel: (703) 684-2000
                  Fax: (703) 684-5109
                  E-mail: rmmarino@rpb-law.com

Scheduled Assets: $3,352,827

Scheduled Debts: $704,304

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/vaeb11-12753.pdf

The petition was signed by Ronald P. Salerno, president of 1801
Robert Fulton Drive SPE, Inc., its manager.


AES THAMES: Court OKs FTI Consulting as Panel's Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of AES Thames LLC to
retain FTI Consulting Inc. as its restructuring and financial
advisor.

The firm will assist the Committee in the review of financial
relates disclosures required by the Court including schedules of
assets and liabilities, and statement of financial affairs,
monthly operating reports, among other things.

The firm will be paid a fixed monthly basis of $75,000 for the
first month, and $50,000 per month thereafter, and a completion
fee of $150,000, plus reimbursement of actual and necessary
expenses.

The firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

                        About AES Thames

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10334) on Feb. 1, 2011.  The increased cost of
energy production and the "uneconomic and onerous provisions" of a
steam sale agreement with Smurfit-Stone's predecessor led AES
Thames to seek bankruptcy protection.

The Debtor disclosed $156,747,507 in total assets, and $5,929,775
in total liabilities as of the Chapter 11 filing.

The Debtor is represented by Adam G. Landis, Esq., at Landis Rath
& Cobb LLP.  Murtha Cullina LLP is the Debtor's special counsel.
The Debtor has selected Houlihan Lockey Capital, Inc., as its
financial advisor and investment banker.  The Blank Rome LLP
serves as counsel to the Official Committee of Unsecured
Creditors.


AES THAMES: Court Approves Blank Rome as Committee's Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of AES Thames LLC to
retain Blank Rome LLP as its counsel to perform services for the
Committee in connection with carrying out its fiduciary duties and
responsibilities under the Bankruptcy Code.

The firm will be paid based on the hourly rates of its
professionals:

   Professionals                Hourly Rates
   -------------                ------------
   Regina Kelbon, Esq.          $625
   John Lucian, Esq.            $475
   Alan M. Root, Esq.           $280
   Kathleen Senese, Esq.        $250

   Designations                 Hourly Rates
   ------------                 ------------
   Counsel & Partner            $475-$700
   Associates                   $280-$425
   Paralegal                    $220-$285

The Committee assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About AES Thames

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10334) on Feb. 1, 2011.  The increased cost of
energy production and the "uneconomic and onerous provisions" of a
steam sale agreement with Smurfit-Stone's predecessor led AES
Thames to seek bankruptcy protection.

The Debtor disclosed $156,747,507 in total assets, and $5,929,775
in total liabilities as of the Chapter 11 filing.

The Debtor is represented by Adam G. Landis, Esq., at Landis Rath
& Cobb LLP.  Murtha Cullina LLP is the Debtor's special counsel.
The Debtor has selected Houlihan Lockey Capital, Inc., as its
financial advisor and investment banker. The Blank Rome LLP is
counsel and FTI Consulting Inc. serves as restructuring and
financial advisor to the Official Committee of Unsecured
Creditors.


AES THAMES: Wins Nod for Murtha Cullina as Special Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
AES Thames LLC to employ Murtha Cullina LLP as its special
counsel.

The firm will provide services requested by the Debtor, including
but not limited to, environmental, energy, state and local tax,
employment, real estate, financing, litigation and other services
involving Connecticut law.

The current rates of the firm's partners range from $310 to $630
per hour; associates and counsel range from $220 to $400 per hour;
and paralegals range from $180 to $240 per hour.

The Debtor assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About AES Thames

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10334) on Feb. 1, 2011.  The increased cost of
energy production and the "uneconomic and onerous provisions" of a
steam sale agreement with Smurfit-Stone's predecessor led AES
Thames to seek bankruptcy protection.

The Debtor disclosed $156,747,507 in total assets, and $5,929,775
in total liabilities as of the Chapter 11 filing.

The Debtor is represented by Adam G. Landis, Esq., at Landis Rath
& Cobb LLP.  Murtha Cullina LLP is the Debtor's special counsel.
The Debtor has selected Houlihan Lockey Capital, Inc., as its
financial advisor and investment banker.  FTI Consulting Inc.
serves as restructuring and financial advisor to the Official
Committee of Unsecured Creditors.


AGE REFINING: Court Okays $41MM Asset Sale to NuStar Energy
-----------------------------------------------------------
NuStar Energy L.P. has agreed to purchase certain refining and
terminal assets of AGE Refining from the Chapter 11 Bankruptcy
trustee for $41 million excluding net working capital.  NuStar
received clearance from the bankruptcy court yesterday to proceed
with the purchase, and the company expects to close on the
acquisition on April 19.

"This relatively small transaction is a great acquisition for our
investors, employees and community," said Curt Anastasio,
President and CEO of NuStar Energy L.P. and NuStar GP Holdings,
LLC. "We expect the refinery to generate attractive returns, and
it is projected to be immediately accretive to our earnings and
distributable cash flow.  And we can lock in guaranteed margins
through the futures market for crude, distillates and gasoline-
related products for the next three to four years."

The AGE refinery is a low-cost 14,500 barrel per day refinery
based on the South Side of San Antonio, which has been operating
near capacity since the March 9 completion of a state-of-the-art,
seven-bay truck loading rack.  The acquisition also includes a
200,000-barrel terminal in Elmendorf, Texas.

The refinery purchases and processes crude oils and condensates
from across South Texas, including the rapidly developing Eagle
Ford Shale.  It produces and sells various products, including jet
fuels, ultra-low sulfur diesel (ULSD), naphtha, reformates,
liquefied petroleum gas (LPG), specialty solvents and other highly
specialized fuels, to commercial and retail customers and the U.S.
military.

"The refinery's proximity to the Eagle Ford Shale is big plus,"
said Anastasio.  "The light crude oil that is coming out of the
Eagle Ford Shale is well-suited to the refinery and it is in our
backyard so our transportation costs are low.  We expect this will
provide a significant economic benefit because we're able to take
advantage of these lower cost South Texas sweet crudes and realize
transportation cost savings which will enhance the refinery's
profitability.

"We are very excited about acquiring this refinery because it's
great news for our hometown of San Antonio.  We are looking
forward to investing in the refinery and working with the AGE
employees to ensure the plant meets the highest standards for
safety, environmental stewardship and reliability.  We have a lot
of refining expertise in-house and our employees have a strong
record for safety and environmental excellence.  So we are well-
positioned to not only improve the plant's operations, but also to
maximize its profitability.

"We are also looking forward to bringing aboard all of the
employees. We think they'll enjoy working for NuStar because when
we make an acquisition we always invest more in the facilities,
employees and the community than the previous owners.  In fact,
the AGE employees will realize immediate and substantial
improvements in their combined compensation and benefits when they
join our company," said Anastasio.

AGE filed for Chapter 11 bankruptcy protection on Feb. 8, 2010,
and the company has been in the midst of a court-supervised sales
process.  "Operating in bankruptcy for over a year has been a
great challenge for the employees of AGE Refining and I applaud
their perseverance," said Eric Moeller, the Chapter 11 Bankruptcy
Trustee.

"We are very pleased that a company of NuStar's caliber has agreed
to buy these assets. NuStar not only offered a good purchase
price, but is a financially strong and growing company with the
resources and expertise to invest in the refinery, run it safely
and reliably, serve as a good neighbor, and provide the employees
with outstanding compensation and benefits.  NuStar also has a
track record of taking care of all of the stakeholders when it
makes an acquisition.  This agreement represents a major milestone
as we bring the bankruptcy to a positive conclusion for everyone
involved," Mr. Moeller said.

                         *     *     *

Dow Jones' DBR Small Cap reports that AGE Refining has obtained
approval from the bankruptcy court to sell its assets to NuStar
Energy LP out of Chapter 11 bankruptcy protection.

                    About NuStar Energy L.P.

NuStar Energy L.P. -- http://www.nustarenergy.com/-- is a
publicly traded, limited partnership based in San Antonio, with
8,417 miles of pipeline; 90 terminal and storage facilities that
store and distribute crude oil, refined products and specialty
liquids; and two asphalt refineries with a combined throughput
capacity of 104,000 barrels per day.  The partnership's combined
system has over 94 million barrels of storage capacity.  One of
the largest asphalt refiners and marketers in the U.S. and the
second largest independent liquids terminal operator in the
nation, NuStar has operations in the United States, Canada,
Mexico, the Netherlands, the United Kingdom and Turkey.

                        About Age Refining

Age Refining, Inc. owns a refinery in San Antonio, Texas.  It
manufactures, refines and markets jet fuels, diesel products,
solvents and other highly specialized fuels.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Texas Case No. 10-50501) on Feb. 8, 2010.  Aaron Michael
Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E. Andrews, Esq.,
t Cox Smith Matthews Incorporated, represent the Chapter 11
debtor.  The Company estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities in its
bankruptcy petition.

Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from Chief Executive Glen Gonzalez.  In
November 2010, the trustee filed suit against Mr. Gonzalez,
alleging he breached his fiduciary duty by dipping into Company
coffers for his personal use while paying himself an excessive
salary and stock distributions, according to My San Antonio.


AIRTRAN HOLDINGS: Informs Holders of 7% Notes on Southwest Merger
-----------------------------------------------------------------
AirTran Holdings, Inc., filed a Schedule TO with respect to the
mailing of a notice to the holders of its 7% Convertible Senior
Notes due 2015 as required under the indenture for the 7% Notes
and in connection with the proposed merger of a wholly-owned
subsidiary of Southwest Airlines Co. with and into the Company,
with the Company surviving as a wholly-owned subsidiary of
Southwest.

If the Merger occurs, a tender offer statement on Schedule TO will
be filed with the Securities and Exchange Commission in connection
with the obligation to offer to repurchase the Notes as a result
of the Fundamental Change.

                       About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.

At Dec. 31, 2010, the Company's balance sheet showed $2.18 billion
in total assets, $1.64 billion in total liabilities, and
$539.36 million in total stockholders' equity.

                          *     *     *

AirTran carries 'Caa1' corporate family and probability of default
ratings from Moody's Investors Service.  It has 'B-' issuer credit
ratings from Standard & Poor's.

At the end of September 2010, Moody's said it has placed AirTran's
corporate family rating under review for possible upgrade, after
the announcement that Southwest Airlines, Inc., has entered into
a definitive agreement to acquire 100% of the outstanding common
stock of AirTran for cash and common stock totaling $1.4 billion.

On Sept. 27, 2010, AirTran announced that it reached an agreement
to sell itself to higher-rated Southwest Airlines for cash and
Southwest stock.  Southwest values the transaction at $3.2 billion
including assumed AirTran debt and aircraft leases.  Southwest
forecasts annual revenue and cost synergies exceeding $400 million
once the airlines' operations are combined by 2013.  Southwest
also sees one-time transaction costs of $300 million to $500
million.  The companies indicated that a closing would not occur
until sometime in the first half of 2011.

Standard & Poor's credit analyst Philip Baggaley said in September
2010, "the combination would weaken Southwest's financial profile,
which S&P characterize as intermediate -- the strongest among
rated U.S. airlines.  Mr. Baggaley said, "Southwest's operating
and financial performance has improved in 2010, with EBITDA
interest coverage increasing to 4.6x for the 12 months ended June
30, 2010, from 3.6x a year earlier and funds from operations to
debt increasing to 20% from 12%.  While these are still below
appropriate levels for the rating category, S&P expects the
improving operating trend to result in increasing levels over the
next several quarters.  AirTran has substantial operating lease
commitments (around $2 billion), since, unlike Southwest, it does
not own many of its aircraft.  These commitments would be assumed
by Southwest, significantly increasing its lease-adjusted debt
obligations."


ALBERS MILL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Albers Mill LLC
        1821 Dock Street, Suite 103
        Tacoma, WA 98402

Bankruptcy Case No.: 11-42886

Chapter 11 Petition Date: April 12, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union St., Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

Scheduled Assets: $7,423,338

Scheduled Debts: $11,823,229

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb11-42886.pdf

The petition was signed by Grace Pleasants, managing member of
Albers Mill Investments LLC, Debtor's managing member.


ALLY FINANCIAL: Inks Consent Order With Federal Reserve's Board
---------------------------------------------------------------
Each of Ally Financial Inc., Ally Bank, Residential Capital, LLC,
and GMAC Mortgage LLC entered into a Consent Order with the Board
of Governors of the Federal Reserve System and the Federal Deposit
Insurance Corporation.  The Order is a result of the ongoing
investigations into procedures followed by mortgage servicing
companies and banks in connection with mortgage foreclosure home
sales and evictions.

A full-text copy of the Consent Order is available for free at:

                         http://is.gd/6rxlST

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services raised its
rating on the preferred stock of Ally Financial Inc. (Ally;
B/Stable/C) to 'CC' from 'C'.  The ratings firm noted that Ally
improved its liquidity position and alleviated some funding
pressure at its holding Company in recent months, making it easier
to meet obligations on its preferred stock.  Nevertheless, the
Company faces significant debt maturities at its holding Company
in 2011 and 2012, which is reflected in the 'CC' rating.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


AMERICA WEST: Denly Utah Discloses 40.9% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Denly Utah Coal, LLC, and its affiliates
disclosed that they beneficially own 21,467,884 shares of common
stock of America West Resources, Inc., representing 40.9% of the
shares outstanding.  The percentage of total shares is based on
the assumption that there are 52,443,560 shares of common stock
outstanding, which is 42,029,836, the number of shares of the
Company outstanding as of April 14, 2011 according to the Company,
plus 10,413,724, the number of shares of Common Stock covered by
derivative securities of the Issuer owned by the Company as of
March 31, 2011.  A full-text copy of the filing is available for
free at http://is.gd/RshUcr

                         About America West

Based in Salt Lake City, Utah, America West Resources, Inc., is an
established domestic coal producer engaged in the mining of clean
and compliant (low-sulfur) coal.  The majority of the Company's
coal is sold to utility companies for use in the generation of
electricity.

The Company's balance sheet at Sept. 30, 2010, showed
$17.55 million in total assets, $28.50 million in total
liabilities, and a stockholders' deficit of $10.94 million.

As reported in the Troubled Company Reporter on April 27, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's 2009 results.  The independent auditors noted that
the Company has a working capital deficit and has incurred
significant losses.

The Company reported a net loss of $8.70 million on $11.01 million
of revenue for 2009, compared with a net loss of $6.58 million on
$7.30 million of revenue for 2008.


AMR CORP: To Announce First Quarter Results on Wednesday
--------------------------------------------------------
AMR Corporation anticipates announcing first quarter 2011 earnings
on Wednesday, April 20, 2011.  In conjunction with the
announcement, on that date AMR will host a conference call with
the financial community at 2 p.m., Eastern Time.  During this
conference call, senior management of AMR will review, among other
things, details of AMR's first quarter financial results, the
industry environment, recent strategic initiatives, the revenue
environment, cash flow results, liquidity measures, capital
requirements and will provide an outlook for the future.

A live webcast of this call will be available on the Investor
Relations page of the American Airlines Web site
http://www.aa.com/

A replay of the webcast will also be available for several days
following the call.

                       About AMR Corporation

Headquartered in Fort Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  As of Dec. 31, 2009, American provided scheduled jet
service to approximately 160 destinations throughout North
America, the Caribbean, Latin America, Europe and Asia.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

The Company's balance sheet at Dec. 31, 2010, showed
$25.09 billion in total assets, $29.03 billion in total
liabilities and a $3.94 billion stockholders' deficit.

AMR recorded a net loss of $471 million in the year 2010, a net
loss of $1.5 billion in 2009, and a net loss of $2.1 billion in
2008.

                        *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings,
'Caa1' corporate family and probability of default ratings from
Moody's, and a 'B-' corporate credit rating from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services revised its
outlook on AMR Corp. and its major operating subsidiary, American
Airlines Inc., to stable from negative, based on AMR's improved
operating performance, which has bolstered credit quality.  S&P
also affirmed its 'B-' corporate credit rating and most issue
ratings on the two companies and lowered selected ratings on
American's enhanced equipment trust certificates.


AMSCAN HOLDINGS: Reports $49.43 Million Net Income in 2010
----------------------------------------------------------
Amscan Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting net income of
$49.43 million on $1.60 billion of total revenues for the year
ended Dec. 31, 2010, compared with net income of $62.75 million on
$1.48 billion of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $1.65 billion
in total assets, $1.38 billion in total liabilities,
$18.09 million in redeemable common securities, and
$256.42 million in total stockholders' equity.

A full-text copy of the Annual Report is available for free at:

                       http://is.gd/Zke4c0

                      About Amscan Holdings

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

                           *     *     *

Amscan Holdings carries Standard & Poor's Ratings Services' 'B'
corporate credit rating, and Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.

As reported in the TCR on Nov. 23, 2010, S&P affirmed the 'B'
rating after the Company stated that it will use the proceeds from
the proposed term loan facility to pay a roughly $310 million
special dividend to its equity sponsors and repay borrowings under
its existing term loan facility ($342 million outstanding as of
Sept. 30, 2010).

"The affirmation of Amscan's credit ratings reflect S&P's view
that, following payment of its debt-financed dividend payment to
its equity sponsors," said Standard & Poor's credit analyst Linda
Phelps, "it will have a highly leveraged financial risk profile
and its financial policy has become more aggressive."


BAKERS FOOTWEAR: Terminates Registration of 2.64MM Common Shares
----------------------------------------------------------------
Bakers Footwear Group, Inc., filed with the U.S. Securities and
Exchange Commission Post-Effective Amendments to Form S-3
registration statements relating to the issuance of:

   (a) 400,000 shares of common stock;
   (b) 1,591,000 shares of common stock; and
   (c) 653,331 shares of common stock.

The purpose of the Amendments is to deregister the securities
remaining unsold, if any, under the Registration Statements.  The
offerings contemplated by the Registration Statements have
terminated by virtue of the expiration of the Company's
contractual obligations to maintain the effectiveness of the
Registration Statement.

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC Bulletin
Board: BKRS.OB) is a national, mall-based, specialty retailer of
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  As of
Oct. 30, 2010, the Company operated 236 stores, including 220
Bakers stores and 16 Wild Pair stores located in 35 states.

The Company reported a net loss of $9.29 million on
$185.62 million of net sales for the 52 weeks ended Jan. 29, 2011,
compared with a net loss of $9.08 million on $185.37 million of
net sales for the 52 weeks ended Jan. 30, 2010.

The Company's balance sheet at Jan. 29, 2011, showed
$48.01 million in total assets, $53.99 million in total
liabilities, and a $5.98 million shareholders' deficit.

As reported in the Troubled Company Reporter on May 4, 2010, Ernst
& Young LLP, in St. Louis, Mo., expressed substantial doubt about
the Company's ability to continue as a going concern, following
its results for the fiscal year ended Jan. 30, 2010.  The
independent auditors noted that the Company has incurred
substantial losses from operations in recent years and has a
significant working capital deficiency.  Bakers Footwear reported
a net loss of $9.1 million on $185.4 million of revenue for the
fiscal year ended Jan. 30, 2010, compared with a net loss of
$15.0 million on $183.7 million of revenue for the year ended
Jan. 31, 2009.


BANKATLANTIC BANCORP: Fails to Comply NYSE's Listing Standard
-------------------------------------------------------------
BankAtlantic Bancorp, Inc., announced that NYSE Regulation, Inc.,
by letter dated April 6, 2011, notified the Company that its Class
A Common Stock did not satisfy one of the standards for continued
listing on the New York Stock Exchange.  The NYSE requires a
listed company's stock to maintain an average closing price per
share in excess of $1.00 for a consecutive 30-trading-day period.
As of March 31, 2011, the average closing price per share of the
Company's Class A Common Stock over the preceding 30-trading-day
period was $0.98.

Under the NYSE's rules, the Company has a period of six months,
subject to possible extension, to bring its share price and 30-
trading-day average share price back over $1.00.  The Company's
Class A Common Stock will continue to be listed and traded on the
NYSE during this period, subject to the Company's compliance with
other continued listing standards of the NYSE.  The Company plans
to notify the NYSE that it anticipates that this deficiency will
be cured and that it will return to compliance with the NYSE's
minimum share price continued listing standard, and the NYSE has
agreed to work with the Company through its initiatives.  There is
no assurance, however, that the Company will be able to satisfy
the NYSE's requirement within the six-month cure period and
maintain the listing of its Class A Common Stock on the exchange.

                    About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

The Company's balance sheet at Dec. 31, 2010 showed $4.50 billion
in total assets, $4.49 billion in total liabilities, and
$14.74 million in total equity.

The Company reported a net loss of $143.25 million on
$176.31 million of total interest income for the year ended Dec.
31, 2010, compared with a net loss of $185.82 million on $223.59
million of total interest income during the prior year.

                           *    *    *

In September 2010, Fitch Ratings downgraded the long-term Issuer
Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its
primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+.
The 'CC' long-term IDR indicates a high default probability.

Fitch said it believes that BBX will likely require external
capital support given the high level of credit costs that continue
to impact BBX's financial performance and erode its existing weak
level of tangible common equity, which stood at just 1.39% at
June 30, 2010.  Although BFSB's regulatory capital levels remain
'well-capitalized', Fitch believes the company needs additional
capital in order to provide absorption for future losses,
particularly since earnings generation on a pre-provision net
revenue basis is weak.

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BARNES BAY: Real Estate Funds Want Chapter 11 Subpoena Nixed
------------------------------------------------------------
Bankruptcy Law360 reports that Lubert-Adler Partners LP and one of
its co-founders asked a Delaware court on Thursday to kill a
subpoena for documents and depositions in the bankruptcy of Barnes
Bay Development Ltd.

According to Law360, Dean Adler and five related funds that bear
his name moved to quash a subpoena served on them by official
committee of unsecured creditors in court.

                           About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd. owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011.  The Company disclosed that as of as
of Dec. 31, 2010, it had $531 million in assets and $462 million
in debt.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Keithley Lake & Associates is the Debtors' special
Anguillan counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing, solicitation and balloting agent.

The Debtors' Chapter 11 plan is intended to facilitate the sale of
the Viceroy Anguilla Resort and Residences.


BARTOW COUNTY BANK: Closed; Hamilton State Assumes All Deposits
---------------------------------------------------------------
Bartow County Bank of Cartersville, Ga., was closed on Friday,
April 18, 2011, by the Georgia Department of Banking and Finance,
which appointed the Federal Deposit Insurance Corporation (FDIC)
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Hamilton State Bank of
Hoschton, Ga., to assume all of the deposits of Bartow County
Bank.

The four branches of Bartow County Bank will reopen during their
normal business hours beginning Saturday, April 16, 2011, as
branches of Hamilton State Bank.  Depositors of Bartow County Bank
will automatically become depositors of Hamilton State Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship in order
to retain their deposit insurance coverage up to applicable
limits.  Customers of Bartow County Bank should continue to use
their existing branch until they receive notice from Hamilton
State Bank that it has completed systems changes to allow other
Hamilton State Bank branches to process their accounts as well.

This evening and over the weekend, depositors of Bartow County
Bank can access their money by writing checks or using ATM or
debit cards.  Checks drawn on the bank will continue to be
processed. Loan customers should continue to make their payments
as usual.

As of Dec. 31, 2010, Bartow County Bank had approximately $330.2
million in total assets and $304.1 million in total deposits.
Hamilton State Bank will pay the FDIC a premium of 1.0 percent to
assume all of the deposits of Bartow County Bank.  In addition to
assuming all of the deposits of the failed bank, Hamilton State
Bank agreed to purchase essentially all of the assets.

The FDIC and Hamilton State Bank entered into a loss-share
transaction on $247.5 million of Bartow County Bank's assets.
Hamilton State Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

   http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-930-6827.  The phone number will be
operational this evening until 9:00 p.m., Eastern Daylight Time
(EDT); on Saturday from 9:00 a.m. to 6:00 p.m., EDT; on Sunday
from noon to 6:00 p.m., EDT; and thereafter from 8:00 a.m. to 8:00
p.m., EDT.  Interested parties also can visit the FDIC's Web site
at:

     http://www.fdic.gov/bank/individual/failed/bartow.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $69.5 million.  Compared to other alternatives,
Hamilton State Bank's acquisition was the least costly resolution
for the FDIC's DIF.  Bartow County Bank is the 29th FDIC-insured
institution to fail in the nation this year, and the seventh in
Georgia.  The last FDIC-insured institution closed in the state
was Citizens Bank of Effingham in Springfield, on February 18,
2011.


BEAR ISLAND: Plan Filing Exclusivity Extended Until July 1
----------------------------------------------------------
Bear Island Paper Company LLC obtained approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia of an
extension of its exclusive period to file its Chapter 11 plan
until July 1, 2011, and exclusive period to solicit acceptances of
that plan until Sept. 1, 2011.

                  About White Birch & Bear Island

Canada-based White Birch Paper Company is the second-largest
newsprint producer in North America.  As of Dec. 31, 2009, the
White Birch Group held a 12% share of the North American newsprint
market and employed roughly 1,300 individuals (the majority of
which reside in Canada).  Bear Island Paper Company, L.L.C., is a
U.S.-based unit of White Birch.

Bear Island filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on
February 24, 2010.  Bear Island estimated assets of $100 million
to $500 million and debts of $500 million to $1 billion in its
Chapter 11 petition.

White Birch filed for bankruptcy protection under Canada's
Companies' Creditors Arrangement Act, before the Superior Court
for the Province of Quebec, Commercial Division, Judicial District
of Montreal, Canada.  White Birch and five other affiliates --
F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners,
Limited Partnership; Papier Masson Ltee; Stadacona Limited
Partnership; and Stadacona General Partner, Inc. -- also sought
bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. E.D. Va. Case No. 10-31234).

Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia
Beach, Virginia; and Richard M. Cieri, Esq., Christopher J.
Marcus, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, serve as counsel to White Birch, as Foreign
Representative.  Kirkland & Ellis and Troutman Sanders also serve
as Chapter 11 counsel to Bear Island.  AlixPartners LLP serves as
financial and restructuring advisors to Bear Island, and Lazard
Freres & Co., serves as investment banker.  Garden City Group is
the claims and notice agent.  Jason William Harbour, Esq., at
Hunton & Williams LLP, in Richmond, Virginia, represents the
Official Committee of Unsecured Creditors.  Chief Judge Douglas O.
Tice, Jr., handles the Chapter 11 and Chapter 15 cases.


BLANCO VELEZ: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Blanco Velez Stores, Inc.
          aka Jeans World
              Suit World
              Crash Boat
              Madison
        P.O. Box 1619
        Bayamon, PR 00960-1619

Bankruptcy Case No.: 11-03169

Chapter 11 Petition Date: April 14, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CURPILL, PSC LAW OFFICE
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@cuprill.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/prb11-03169.pdf

The petition was signed by Elias L. Blanco Olalla, treasurer.


BLOSSOM VALLEY: Disclosure Statement Hearing on May 5
-----------------------------------------------------
Blossom Valley Investors, Inc., filed with the U.S. Bankruptcy
Court for the Northern District of California on April 8, 2011, a
revised Second Amended Chapter 11 Plan of Reorganization and
accompanying Disclosure Statement.

Under the Amended Plan, the Debtors intend to build out Oak Knoll
and sell completed homes at retail, and estimates that the sale of
this project will result in proceeds in excess of $5,474,000,
after payment of ongoing project costs, the Bank of the West debt,
and the junior secured debtor in possession financing.  The Debtor
has completed construction of the first phase of Messina Gardens
and will sell the completed townhomes at retail.  The Debtor does
not anticipate completing the second and third phases of Messina
Gardens and will instead sell thirty-one finished townhome lots
and one hundred and ten podium lots in bulk.  The Debtor also
anticipates that the sale of the completed townhomes and lots at
Messina Gardens will result in proceeds in excess of $1,137,000,
after payment of ongoing project costs, the Bank of the West debt
and mechanics' liens against the project.  The net proceeds from
the sale of the Oak Knoll and Messina projects will then be used
to satisfy unpaid administrative expenses and Class 1, 6, and 7
Claims.

The Debtor does not intend to complete the Grandview project and
has stipulated to relief from stay to allow US Bank to foreclose
on its deeds of trust on that project.  US Bank has indicated
its intention to foreclose judicially on the Grandview project.
The Court has approved a settlement agreement between the Debtor
and US Bank pursuant to which US Bank will waive any deficiency
claim related to Grandview.

Classes 1A, 1B, 2B, 6 and 7 are impaired and the holders of Claims
in those Classes are entitled to vote on the Plan.  Classes 1C,
2A, 3A, 3B, 4, 5 and 8 are not impaired and the holders of Claims
and Interests in those Classes are not entitled to vote on the
Plan and each of those Classes is deemed to accept the Plan.
Similarly, Administrative Expenses are not classified under the
Plan and their holders are not entitled to vote.  Allowed Class 1,
2, 3, 6 and 7 Claims will be paid over time from the sale of homes
at Messina Gardens and Oak Knoll to the extent funds are
available.

                          April 1 Plan

The Debtor submitted to the Court a Second Amended Chapter 11 Plan
of Reorganization and accompanying Disclosure Statement on
April 1, 2011.

Under the April 1 Plan, Class 2A is impaired and holders of claims
under that Class are entitled to vote on the Plan.

Full-text copies of the Second Amended Disclosure Statement dated
April 1, and 8, 2011 is available for free at:

      http://bankrupt.com/misc/BLOSSOMVALLEY_AmendedDS.pdf
      http://bankrupt.com/misc/BLOSSOMVALLEY_Apr8AmDS.pdf

                    Disclosure Statement Hearing
                        Scheduled for May 5

The bankruptcy judge will consider adequacy of the Amended
Disclosure Statement on May 5, 2011 at 3:30 p.m.  Any objection to
the Disclosure Statement will be in writing and served no later
than April 28.

               About Blossom Valley Investors, Inc

San Jose, California-based Blossom Valley Investors, Inc., and
Pear Avenue Investors LLC filed for Chapter 11 protection (Bankr.
N.D. Calif. Case Nos. 09-57669 and 09-57670) on Sept. 10, 2009.
Joseph R. Dunn, Esq., and Jeffry A. Davis, Esq., at Mintz Levin
Cohn Ferris Glovsky Popeo PC, represent the Debtors in their
restructuring efforts.  Blossom Valley disclosed $45,825,415 in
assets and $42,237,904 in liabilities as of the Chapter 11 filing.


BORDERS GROUP: Has OK to Hire Deloitte Consulting
-------------------------------------------------
Borders Group and its units received the Bankruptcy Court's
permission to employ Deloitte Consulting LLP as their consulting
services provider, nunc pro tunc to March 7, 2011.

As the Debtors' consulting services provider, Deloitte Consulting
will provide information technology services and human resources
services:

  * Under Information Technology Services, Deloitte Consulting
    will:

      (a) provide day-to-day advice and assistance to the
          Debtors' acting Chief Information Officer and
          assist him in assessing the portfolio of information
          technology related contracts with the objective of
          rationalizing those contracts in light of the Debtors'
          bankruptcy filing; and

      (b) assist with the Debtors' assessment of the
          reasonableness of staffing within the Debtors' IT
          function, including understanding and documenting
          roles, responsibilities, staff counts and other
          demographic information in order to right-size the IT
          organization.

  * Under Human Resources Services, Deloitte will assist:

      (a) with the Debtors' assessment of the near- and long-
          term costs and benefits from outsourcing IT;

      (b) the Debtors in their review of the current payroll
          implementation landscape;

      (c) the Debtors in a review of the feasibility of
          accelerating the current payroll implementation
          timeline and ability to retire legacy applications;
          and

      (d) the Debtors with a recommendation on a revised payroll
          implementation strategy, if needed.

The Debtors will pay Deloitte Consulting's professionals
according to the firm's customary hourly rates, which are:

         Title                         Rate per Hour
         -----                         -------------
         Partner, Principal                $835
         Director                          $755
         Senior Manager                    $695
         Manager                           $645
         Senior Consultant                 $525
         Consultant/Analyst                $410

Deloitte Consulting will also be reimbursed for expenses it
incurred or will incur.

Joseph Krolczyk, a director at Deloitte Consulting, disclosed
that his firm has been providing necessary services to the
Debtors since March 7, 2011, for $400,000 for which the firm
intends to seek payment in its first interim fee application.

Mr. Krolczyk also incorporated in his declaration the disclosures
made by Daniel Maher at Deloitte Tax LLP, an affiliate of
Deloitte Consulting, in connection with the Debtors' Application
to Employ Deloitte Tax.

Notwithstanding those disclosures, Deloitte Consulting is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, Mr. Krolczyk maintains.

                           *     *     *

The Debtors filed with the Court a revised proposed order
authorizing their employment of Deloitte Consulting LLP to
provide consulting services, a full-text copy of which is
available for free at:

http://bankrupt.com/misc/Borders_DeloitteConsultingRevPropOrd.pdf

Judge Glenn signed the revised proposed order on April 7, 2011.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Has OK to Hire Deloitte Tax as Advisor
-----------------------------------------------------
Borders Group Inc. and its affiliates received the Bankruptcy
Court's permission to employ Deloitte Tax LLP as their tax
advisor, nunc pro tunc to the Petition Date.

As the Debtors' tax advisor, Deloitte Tax will:

  (a) advise the Debtors in their work with their counsel and
      financial advisors on the potential cash tax effects of
      restructuring and bankruptcy and the post-restructuring
      tax profile, including plan of reorganization tax costs;

  (b) assist the Debtors on the analysis of the cumulative
      Section 3.82 of the Internal Revenue Code ownership change
      to date and the potential impact of proposed transactions
      thereon;

  (c) advise the Debtors regarding the restructuring and
      bankruptcy emergence process from a tax perspective,
      including the tax work plan;

  (d) advise the Debtors on the cancellation of debt income for
      income tax purpose under Section 108 of the Internal
      Revenue Code;

  (e) advise the Debtors on post-bankruptcy tax attributes
      available under the applicable tax regulations and the
      reduction of those attributes based on the Debtors'
      operating projections, including a technical analysis of
      the effects of Section 1.1502-28 of Title 26 of the Code
      of Federal Regulations and the interplay with Sections 108
      and 1017 of the Internal Revenue Code;

  (f) advise the Debtors on the potential effect of the
      "alternative minimum tax" in various post-emergence
      scenarios;

  (g) advise the Debtors on the effects of tax rules under
      Section 382(1)(5) and (1)(6) of the Internal Revenue Code
      pertaining to the post-bankruptcy net operating loss
      carryovers and limitations on their utilization and the
      Debtors' ability to qualify for Section 382(1)(5);

  (h) advise the Debtors on net built-in gain or net built-in
      loss position at the time of "ownership change," including
      limitations on use of tax losses generated from post-
      restructuring or post-bankruptcy asset or stock sales;

  (i) advise the Debtors as to the proper treatment of
      postpetition interest for state and federal income tax
      purposes;

  (j) advise the Debtors as to the proper state and federal
      income tax treatment of reorganization costs, including
      restructuring related professional fees and other costs,
      the categorization and analysis of those costs and the
      technical positions related to it;

  (k) advise the Debtors on the Debtors' evaluation and modeling
      of the tax effects of liquidating, disposing of assets,
      merging or converting entities as part of the
      restructuring, including the effects on federal and state
      tax attributes, state incentives, apportionment and other
      tax planning;

  (l) advise the Debtors on state income tax treatment and
      planning for restructuring or bankruptcy provisions in
      various jurisdictions including cancellation of
      indebtedness calculation, adjustments to tax attributes
      and limitations on tax attribute utilization;

  (m) advise the Debtors on responding to tax notices and audits
      from various taxing authorities;

  (n) assist the Debtors with identifying potential tax refunds
      and advise the Debtors on procedures for tax refunds from
      tax authorities;

  (o) advise the Debtors on income tax return reporting of
      bankruptcy issues and related matters;

  (p) advise the Debtors in their review and analysis of the tax
      treatment of items adjusted for financial reporting
      purposes as a result of "fresh start" accounting as
      required for the emergence date of the U.S. financial
      statements in an effort to identify the appropriate tax
      treatment of adjustments to equity and other tax basis
      adjustments to assets and liabilities recorded;

  (q) assist in documenting as appropriate, the tax analysis,
      development of the Debtors' opinions, recommendation,
      observations and correspondence for any proposed
      restructuring alternative tax issue or other tax matter;

  (r) advise the Debtors in their efforts to calculate tax basis
      on the stock in each of the Debtors' subsidiaries or other
      entity interests; and

  (s) advise the Debtors regarding other state or federal income
      tax questions that may arise in the course of this
      engagement, as requested by the Debtors, and
      as may be agreed to by Deloitte Tax.

The Debtors will pay Deloitte Tax's professionals according to
the firm's customary hourly rates:

       Title                             Rate per Hour
       -----                             -------------
       Partner, Principal, or Director   $650 to $700
       Senior Manager                    $560
       Manager                           $485
       Senior                            $325
       Staff                             $230

The Debtors will also reimburse Deloitte Tax for expenses the
firm incurred or will incurred.

Daniel Maher, a partner at Deloitte Tax, relates that his firm
has been providing necessary services to the Debtors since the
Petition Date, totaling $280,000, for which the firm will seek to
be paid in its First Interim Fee Application.

Mr. Maher also discloses that Deloitte Tax provided prepetition
services to the Debtors for which the Debtors paid $50,000,
including certain retainers in the 90-day period prior to the
Petition Date.  As of the Petition Date, about $6,000 was
remaining with respect to the retainer, he says.  As of the
Petition Date, no amounts were outstanding with respect to
invoices issued by Deloitte Tax before the Petition Date, he
adds.

Mr. Maher further discloses that:

  (a) Deloitte Tax provides services in matters unrelated
      to the Debtors' Chapter 11 cases to certain of the
      Debtors' largest unsecured creditors and other Potential
      Parties or their affiliates, a list of which is available
      for free at:

       http://bankrupt.com/misc/Borders_DeloitteTaxClients.pdf

  (b) Akin Gump Strauss Hauer & Feld LLP; Baker & McKenzie;
      Bullivant Houser Bailey PC; Dickinson Wright PLLC; Dykema;
      Finnegan Henderson Farabow Garrett & Dunner LLP; Fish &
      Richardson P.C.; Fredrikson & Byron P.A.; Jackson Lewis
      LLP; Jones Day; Loeb & Loeb; Lowenstein Sandler PC;
      McConnell Valdes; Pillsbury Winthrop Shaw Pittman LLP;
      Sheppard Mullin Richter and Wilkie Farr & Gallagher LLP
      have provided, provide, and may provide legal services to
      Deloitte Tax or its affiliates in matters unrelated
      to the Debtors' Chapter 11 cases, or Deloitte Tax or its
      affiliates have provided, provide, and may provide
      services to those firms or their clients.

  (c) In the ordinary course of its business, Deloitte Tax and
      its affiliates have business relationships in unrelated
      matters with its principal competitors, which together
      with their affiliates may be Potential Parties in these
      Chapter 11 cases.

  (d) Certain financial institutions or their affiliates are (i)
      lenders to an affiliate of Deloitte Consulting, or (ii)
      have financed a portion of the capital or capital loan
      requirements of various partners and principals, of
      Deloitte Tax and its affiliates.

  (e) Certain firms around the world, including Deloitte LLP, an
      affiliate of Deloitte Tax, are members of Deloitte
      Touche Tohmatsu Limited.  Certain of the non-US member
      firms of DTT or their affiliates have provided, provide or
      may provide professional services to certain of the
      Debtors' affiliates.

  (f) In connection with a matter that is unrelated to the
      Debtors and their Chapter 11 cases, Deloitte & Touche LLP,
      an affiliate of Deloitte Tax, entered into a
      confidential settlement agreement with a number of
      plaintiffs, one of whom is an individual who is a
      principal with an entity that is a bondholder of the
      Debtors or an affiliate thereof.

  (g) Deloitte & Touche and certain of its affiliates provide
      professional services to certain members of the Debtors'
      Official Committee of Unsecured Creditors in matters
      unrelated to the Debtors' Chapter 11 cases, including as a
      retained professional in the bankruptcy cases of General
      Growth Properties, Inc.

  (h) Personnel of Deloitte Tax and its affiliates are
      likely to be ordinary course customers of the Debtors;
      however, Deloitte Tax has not conducted any
      research to determine whether, in fact, those
      relationships exist.

Despite those disclosures, Mr. Maher maintains that Deloitte Tax
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                           *     *     *

The Debtors submitted to the Court a revised proposed order on
their application to employ Deloitte Tax LLP as tax advisor, a
full-text copy of which is available for free at:

  http://bankrupt.com/misc/Borders_DeloitteTaxRevPropOrd.pdf

Judge Glenn signed the revised proposed order on April 7, 2011.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Wins Approval for Mercer as Compensation Advisor
---------------------------------------------------------------
Borders Group Inc. and its units received the Bankruptcy Court's
permission to employ Mercer (US) Inc. as their compensation
consultant, nunc pro tunc to the Petition Date.

As the Debtors' consultant, Mercer will:

  (a) review current compensation programs and 2011 business
      plan and restructuring plans and, when requested, execute
      a site visit and executive interviews to review current
      talent challenges;

  (b) develop an executive compensation program that would be
      appropriate and motivational during the restructuring
      period, including, without limitation, cash-based short-
      term incentives, new equity participation arrangements,
      and post-bankruptcy employment security arrangements;

  (c) participate, when requested, in discussions among the
      Debtors, their creditor constituencies, and the United
      States Trustee for Region 2, among other things, to
      explain the purposes and terms of applicable compensation
      programs and provide the results of Mercer's analysis of
      same; and

  (d) if requested, provide testimony regarding Mercer's
      findings, conclusions and recommendations, as applicable,
      including without limitation, at any deposition or hearing
      held in connection with the Debtors' restructuring,
      confirmation of a plan of reorganization, or in connection
      with proceedings to approve any particular compensation
      programs and payments during the pendency of the Debtors'
      Chapter 11 cases.

The Debtors will pay Mercer's professionals according to the
firm's customary hourly rates:

         Title                          Rate per Hour
         -----                          -------------
         Partner                         $700 to $950
         Principal                       $500 to $700
         Senior Associate                $350 to $550
         Associate                       $250 to $400
         Analyst                         $150 to $300
         Researcher                       $50 to $150

Mercer will also be reimbursed for expenses to be incurred.

John Dempsey, a partner at Mercer, relates that the Debtors and
his firm promptly began negotiating the terms of Mercer's
Engagement Letter before the Petition Date.  However, in advance
of the Debtors' bankruptcy filing on February 16, 2011, it was
necessary for Mercer to begin performing certain services on a
limited basis in order to ensure the prompt and efficient
development of the Debtors' incentive and compensation plans.
Mercer received a prepetition retainer from the Debtors for
$40,000.  As of the Petition Date, the balance of the retainer
totaled $5,722, according to Mr. Dempsey.

Mr. Dempsey further discloses that certain parties were former or
current clients of Mercer in matters unrelated to the Debtors'
Chapter 11 cases, a schedule of which is available for free at:

     http://bankrupt.com/misc/Borders_MercerClients.pdf

Mr. Dempsey insists that Mercer is a "disinterested person" as
defined under Section 101(14) of the Bankruptcy Code.

                           *     *     *

The Debtors filed with the Court a revised proposed order for
their employment of Mercer (US) Inc. as compensation consultant.

The revised proposed order reflects that Mercer will limit its
request for fees relating to the services performed under a
statement of work dated March 7, 2011, to no more than $22,000
subject to the Debtors' and Mercer's ability to enter into
Additional SOWs and the Official Committee of Unsecured
Creditors' right to object.

Judge Glenn signed the revised proposed order on April 7, 2011.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Committee Has Nod for Lowenstein as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Borders Group
Inc.'s cases received the Bankruptcy Court's permission to retain
Lowenstein Sandler PC as its counsel nunc pro tunc to Feb. 24,
2011.

As counsel to the Committee, Lowenstein Sandler will:

  (a) provide legal advice as necessary with respect to the
      Committee's powers and duties as an official committee
      appointed under Section 1102 of the Bankruptcy Code;

  (b) assist the Committee in investigating the acts, conduct,
      assets, liabilities, and financial condition of the
      Debtors, the operation of the Debtors' business, potential
      claims, and any other matters relevant to the Debtors'
      Chapter 11 cases;

  (c) participate in the formulation of a Chapter 11 plan and
      provide legal advice as necessary with respect to any
      disclosure statement and Plan filed in these Chapter 11
      cases and with respect to the process for approving or
      disapproving disclosure statements and confirming or
      denying confirmation of a Plan;

  (d) participate in any process relating to the sale of estate
      assets;

  (e) prepare, on behalf of the Committee, applications,
      objections, motions, complaints, answers, orders,
      agreements and other legal papers;

  (f) appear in Court to present motions, applications,
      objections and pleadings, and otherwise protecting the
      interests of those represented by the Committee; and

  (g) perform other legal services as may be required and that
      are in the best interests of the Committee and creditors.

Lowenstein Sandler's professionals will be paid according to
these hourly rates:

         Title                     Rate per Hour
         -----                     -------------
         Partners                   $440 to $825
         Senior Counsel             $390 to $575
         Counsel                    $340 to $575
         Associates                 $235 to $450
         Legal Assistants           $145 to $215

Lowenstein Sandler will be reimbursed for actual and necessary
expenses incurred.

Bruce Buechler, Esq., a member of Lowenstein Sandler --
bbuechler@lowenstein.com-- discloses that in early January 2011,
several of the Debtors' largest creditors retained the firm to
represent them in connection with a potential out-of-court
restructuring with the Debtors.  The Debtors executed a letter
dated January 13, 2011, agreeing to pay the fees and expenses of
Lowenstein Sandler and wire transferred a $200,000 retainer to
Lowenstein Sandler on January 14, 2011.  In connection with the
Prepetition Representation, for the month of January 2011,
Lowenstein Sandler billed the Debtors $156,676, which was paid by
wire transfer received by Lowenstein Sandler on February 7, 2011.

From February 1 though February 15, 2011, Lowenstein Sandler
billed the Debtors an additional $89,341, which was applied
against the $200,000 retainer.  The Debtors and the U.S. Trustee
for Region 2 have agreed, subject to Court approval, to permit
Lowenstein Sandler to retain the remaining retainer of $110,658,
which remaining retainer will be applied to pay the firm's first
monthly fee request in these Chapter 11 cases and to any
subsequent monthly requests to the extent any portion of the
retainer remains.

Mr. Buechler further notes that Lowenstein Sandler may represent
or has represented matters wholly unrelated to the Debtors'
Chapter 11 cases, a schedule of which is available for free at:

   http://bankrupt.com/misc/Borders_LowensteinClients.pdf

Mr. Buechler also clarifies that Lowenstein Sandler does not
represent the Debtors, their affiliates, or any of the current
and recent officers and directors of the Debtors, nor does
Lowenstein Sandler represent any of the shareholders of the
Debtors identified in this list, available for free at:

http://bankrupt.com/misc/Borders_LowensteinPotentialParties.pdf

Despite the disclosures, Mr. Buechler assures the Court that
Lowenstein Sandler does not represent any entity having an
adverse interest in connection with the Debtors' Chapter 11
cases; is a "disinterested person" as that term is defined under
Section 101(14) of the Bankruptcy Code; and does not hold or
represent any interest adverse to the Committee with respect to
the matters upon which it is to be employed.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BRUNDAGE-BONE: Plan Confirmation Hearing Continued to April 29
--------------------------------------------------------------
The U.S. Bankruptcy Court continued the hearing for consider
confirmation of Brundage-Bone Concrete Pumping, Inc. and JLS
Concrete Pumping Inc.'s Plan of Reorganization, as twice amended,
to April 29, 2011, at 9:00 a.m., and if necessary, said hearing
will be continued to May 2, 2011, at 9:00 a.m.

Pursuant to the Plan, the Reorganized Debtor will fund
distributions under the Plan with Cash on hand, including Cash
from operations, existing assets, and proceeds from the Exit
Facility, which is anticipated to be in the aggregate amount of
$15,000,000, including a letter of credit facility in the amount
of $4,500,000.

Each holder of an Allowed General Unsecured Claim against
Brundage-Bone under Class 5 will receive a share of the BB
Unsecured Class 5 Note equal to 5.4% of the amount of that
holder's Allowed Class 5 Claim and, except as provided in Article
III.D.27.b.(ii)(cc)(II) of the Plan, any Avoidance Actions and any
and all other Section 541 Claims against such Holder will remain
available for the Reorganized Debtor to pursue in its discretion.

On the Effective Date, all Equity Interests in Brundage-Bone under
Class 8 will be deemed canceled and extinguished, and will be of
no further force and effect.

General Unsecured Claims against JLS under Class 10 will receive
the same treatment as Class 5.  The Debtors estimate that Class
10 Claims against JLS are approximately $19,370,000 (including the
approximately $18,805,000 Wells Fargo Equipment Lender Deficiency
Claim that is also a Deficiency Claim against Brundage-Bone).

On the Effective Date, all Equity Interests in JLS under Class 12
will be deemed canceled and extinguished, and will be of no
further force and effect.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/Brundage-Bone.AmendedDS.pdf

                       About Brundage-Bone

Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc.,
claim to be the largest providers of concrete pumping equipment in
the U.S.  As of the Petition Date, the Debtors operated a fleet of
in excess of 800 concrete pumps and related pumping equipment in
more than 20 states, primarily in the western, southwestern, and
southeast United States. Brundage-Bone and JLS also actively sell
concrete pumps, parts and service.  Approximately 52% of the
Brundage-Bone and JLS is owned by the founders, Jack Brundage and
Dale Bone, who are also guarantors of a substantial amount of the
Debtors' debt.

Brundage-Bone and JLS filed for Chapter 11 protection (Bankr. D.
Colo. Lead Case No. 10-10758) on Jan. 18, 2010.  Harvey Sender,
Esq., John B. Wasserman, Esq., David V. Wadsworth, Esq., and
Matthew T. Faga, Esq., at Sender & Wasserman, P.C., in Denver,
Colo., assist the Debtors in their restructuring efforts.  Willian
Snyder of CRG Partners Group, LLC, serves as Chief Turnaround
Officer of the Debtors.

Brundage-Bone disclosed $325,708,061 in assets and $230,277,103 in
liabilities as of the Petition Date.  JLS disclosed $4,046,706 in
assets and $739,166 in liabilities as of the Petition Date.


CABI SMA: Employs Cascade Capital Group as Financial Advisor
------------------------------------------------------------
In an order dated March 29, 2011, the U.S. Bankruptcy Court for
the Southern District of Florida, Miami Division, authorized CABI
SMA Tower I LLLP to employ Cascade Capital Group LLC as financial
advisor nunc pro tunc to January 12, 2011.

The Debtor filed the employment application on March 3, 2011.

                      About Cabi SMA Tower I

Based in Miami, Florida Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection on
Dec. 28, 2010 (Bankr. S.D. Fla. Case No. 10-49009).  Mindy A.
Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.


CABI SMA: Court Affirms is "Single Asset Real Estate" Status
------------------------------------------------------------
Brickell Central LLC sought and obtained a ruling from the U.S.
Bankruptcy Court for the Southern District of Florida, Miami
Division, that the Chapter 11 case of CABI SMA Tower I LLLP is a
single asset real estate case.

The Court entered the ruling after Brickell Central argued that
the Debtor's business consists solely of the ownership of a vacant
land comprising a full city block consisting of various contiguous
lots located in downtown Miami, Florida bounded by South Miami
Avenue to the East, SW 14th Street to the south, SW 1st Avenue to
the West and SW 13th Street to the north.

                      About Cabi SMA Tower I

Based in Miami, Florida Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection on
Dec. 28, 2010 (Bankr. S.D. Fla. Case No. 10-49009).  Mindy A.
Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.


CABI SMA: U.S. Trustee Will Not Appoint Creditors Committee
-----------------------------------------------------------
The U.S. Trustee notifies parties-in-interest that until further
notice, it will not appoint a committee of creditors pursuant to
Section 1102 of the Bankruptcy Code.

                      About Cabi SMA Tower I

Based in Miami, Florida Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection on
Dec. 28, 2010 (Bankr. S.D. Fla. Case No. 10-49009).  Mindy A.
Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.


CAFE BELO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Cafe Belo Restaurant, Inc.
        158 School Street
        Everett, MA 02149

Bankruptcy Case No.: 11-13375

Chapter 11 Petition Date: April 14, 2011

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Ashley D. Forest, Esq.
                  LAW OFFICE OF ASHLEY D. FOREST
                  Ten Post Office Sqaure, 8th Floor
                  Boston, MA 02109
                  Tel: (617) 504-2364
                  Fax: (617) 692-2901
                  E-mail: ashleyforestesq@yahoo.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Jose L. Costa, president.


CATHOLIC CHURCH: Davenport Trust Objects to New Evidence at Trial
-----------------------------------------------------------------
Robert L. Berger, the Settlement Trustee of the Diocese of
Davenport Qualified Settlement Trust, seeks an order from the
United States Bankruptcy Court for the Southern District of Iowa
precluding Defendants St. Mary of The Lake, Mundelein Seminary and
The Catholic Bishop of Chicago from introducing evidence at trial
of postpetition business dealings between the Diocese and the
Defendants.

The Settlement Trustee expects that the Defendants will attempt to
introduce evidence at trial in ostensible support of its "ordinary
course of business" defense against the Settlement Trustee's
preferential transfer claim, James I. Stang, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Los Angeles, California, tells the
Court.  He contends that among the evidence that the Defendants
are expected to introduce are documents and testimony regarding
the postpetition business dealings between the Diocese and the
Defendants.  He points out that this evidence has no relevance to
the Defendants' ordinary course defense under Section 547(c)(2) of
the Bankruptcy Code and should be excluded.

In the adversary proceeding, the Settlement Trustee seeks, among
other things, to avoid and recover a preferential transfer of
$118,320 that the Diocese made to the Defendants three weeks
before the Petition Date, Mr. Stang says.  He notes that in the
parties' joint trial exhibit list, the Defendants seek to
introduce exhibits, which purport to be postpetition invoices
between the parties.

                      Parties File Facts

The parties filed with the Court their first amended joint pre-
trial stipulation on facts, issues, exhibits and witnesses.

The Settlement Trustee also filed his designation of deposition
testimony in advance of the trial in the adversary proceeding.

                         *     *     *

Having been advised that the parties have reached a settlement and
will dismiss this proceeding with prejudice upon completion of the
terms of that settlement, Judge Jackwig directed the parties to
submit a stipulation of dismissal with prejudice by May 4, 2011.

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Court approved on April 3, 2008, the Diocese of
Davenport's second amended disclosure statement explaining its
joint plan of reorganization.  The Committee is a proponent to the
plan, which was confirmed on April 30, 2008.  (Catholic Church
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Milw. Committee Proposes Rule 2004 Discovery
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of the Archdiocese of Milwaukee asks the United States
Bankruptcy Court for the Eastern District of Wisconsin to direct
the Archdiocese to produce documents responsive to its requests
for production pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure.

Based on the information made available to it thus far, the
Creditors Committee has reason to believe that the bankruptcy
estate contains far more assets than the Archdiocese's schedules
and statement of financial affairs reflect, alleges James I.
Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California.  He explains that the Creditors Committee bases this
belief on, among other things, the testimony of the Archdiocese's
chief financial officer at the February 11, 2011 Section 341(a)
meeting, the Archdiocese's financial statements that it has made
public on its own Web site, and several trust agreements that the
Archdiocese has provided to the Creditors Committee pursuant to an
informal document request.

The Archdiocese contends that more than $22 million of its assets
are "restricted" from being used to pay creditors, and
characterizes as "held for others" approximately $16.5 million
held in its name in an investment account at JPMorgan Chase Bank,
Mr. Stang relates.  Of that $16 million, he continues, the
Archdiocese contends that it has "rights" to approximately $13.5
million, but that those dollars are "restricted" from being used
to pay creditors.

The Creditors Committee, Mr. Stang asserts, is investigating
whether (i) the $13 million that the Archdiocese concedes it has
rights to is actually restricted and beyond the reach of the
estate's creditors, and (ii) the remaining $3 million allegedly
held for the benefit of others actually is property of the estate.
The Archdiocese also takes the position that another $6.3 million
of its assets are "restricted" and are not available to satisfy
the claims of Abuse Survivors.

In addition, the Creditors Committee is investigating whether in
the years prior to the bankruptcy filing, the Archdiocese created
and funded trusts to "siphon" assets out of the estate in order to
shield them from the claims of the Abuse Survivors, who are
unsecured creditors in the case.  If this did occur, the transfers
may be avoidable and the assets would come back into the estate,
Mr. Stang emphasizes.

Among the documents that the Creditors Committee seeks are:

  -- any documents from the beginning of time sufficient to
     evidence the Archdiocese's organizational structure as of
     the Petition Date and in the 10 years prior to the Petition
     Date;

  -- all documents concerning any changes in the Archdiocese's
     corporate structure or organization in the 10 years
     preceding the Petition Date;

  -- policy manual or any other document setting out policies of
     any kind for any component of the Archdiocese; and

  -- documents sufficient to identify the officers, directors,
     members of the board of trustees, and management personnel
     of these entities:

     * the Supreme Pontiff or Roman Curia;
     * priests serving in the region;
     * religious orders located in the region;
     * parish councils in the region;
     * the AMS Fund;
     * Erica P. John Fund, Inc.; and
     * related entities.

"The Document Requests seek information to clarify a critical
question to this Bankruptcy Case -- whether certain property is
part of the Debtor's estate (or may be brought into the estate
through avoidance actions)," Mr. Stang contends.  He notes that
the Creditors Committee looks forward to stipulating with the
Archdiocese as to certain Document Requests for which the
Archdiocese will produce documents.

According to the summary of dispositions of an April 5, 2011
hearing, the Creditors Committee has extended the response
deadline for the request to May 2, 2011.

              About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on November 28, 1843, and
was elevated to an Archdiocese on February 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CHINA CENTURY: Murray, Frank & Sailer Begins Probe on Fraud Claims
------------------------------------------------------------------
Murray, Frank & Sailer LLP is investigating securities fraud
claims against China Century Dragon Media, Inc. and certain of its
officers, on behalf of purchasers of China Century securities
between Feb. 8, 2011 and March 26, 2011, inclusive.

The investigation concerns violations of the Securities Act of
1933 and the Securities Exchange Act of 1934 that occurred when
the Defendants issued materially false and misleading statements
or omitted to state material information during the Class Period
regarding China Century's financial performance and business
prospects.

Specifically, it is alleged that during the Class Period, the
defendants made false and/or misleading statements and/or failed
to disclose that the financial statements for fiscal years 2008
and 2009, included in China Century's Registration Statement, were
materially false and misleading.  Further, it is alleged that as a
result of the Defendants' misstatements, China Century's stock
traded at artificially inflated prices throughout the Class
Period.

On March 28, 2011, the Company issued a press release announcing,
among other things, (1) the resignation of the Company's auditor,
due to the auditor's belief that it could not rely on the
representations of China Century's management, or support its
opinions related to the Company's previously issued financial
statements for fiscal years 2008 and 2009; (2) that China Century
had received notification from NYSE Amex LLC of its intention to
delist the Company's stock; (3) that the SEC had initiated a
formal, non-public investigation into whether the Company had made
material misstatements or omissions concerning its financial
statements; (4) that the Company had formed a Special Committee to
investigate the concerns of its auditor; and (5) that the Company
would be unable to timely issue its financial results for fiscal
year 2010.

As previously reported, on March 23, 2011, the Company received a
delisting notification from the Exchange due to the Company's
noncompliance with Sections 1003(f)(iii), 132(e), 1003(d), 1002(e)
and 127 of the Company Guide. As a result, the Company was subject
to immediate delisting unless it requested an appeal of the
Staff's delisting determination. In response, the Company timely
appealed the Staff's determination for a hearing before a Listing
Qualifications Panel. The notice of noncompliance has no immediate
effect on the listing of the Company's common stock on the
Exchange.

The Company also announced it has engaged the law firm of McKenna
Long & Aldridge LLP to serve as its independent counsel in
connection with its investigation into the allegations contained
in the resignation letter of its former auditor, MaloneBailey LLP,
and the investigation initiated by the U.S. Securities and
Exchange Commission.  As previously announced on March 28, 2011,
the Company's Board of Directors formed a Special Investigation
Committee consisting of the independent members of the Board of
Directors to launch an investigation with respect to the concerns
raised by MaloneBailey and the SEC investigation.

                       About China Century

China Century Dragon Media is a television advertising company in
China that primarily offers blocks of advertising time on certain
channels on China Central Television, the state television
broadcaster of China and China's largest television network.  The
Company purchases, repackages and sells advertising time on
certain of the nationally broadcast television channels of CCTV.


CINCINNATI BELL: Fitch Affirms 'B' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed Cincinnati Bell Inc.'s (CBB) Issuer
Default Rating (IDR) at 'B'. Fitch has also upgraded CBB's senior
unsecured ratings to 'B+/RR3' from 'B/RR4'.  The company's Rating
Outlook is Stable.

The upgrade to CBB's senior unsecured rating is due to the
improved recovery following the issuance of $775 million of senior
unsecured debt in October 2010 for which the proceeds were used to
repay the Term Loan B facility in its entirety.

Fitch's 'B' IDR for CBB reflects expectations for relatively high,
albeit stable leverage and its diversified revenue profile.  In
addition, its wireline and wireless businesses generate strong
free cash flows.  Risk factors incorporated into the rating
include the competitive pressure on CBB's wireline and wireless
segments, as well as the expansion of its data center business.
The $525 million acquisition of CyrusOne Networks, LLC (CyrusOne),
a data center operator, closed in June 2010.  With respect to the
data center business, the acquisition represented CBB's first
significant step outside of its traditional service territory.  In
Fitch's view, CBB's expansion of the data center business
nationally and internationally entails additional risk.

As a result of the CyrusOne acquisition, CBB's year-end 2010
leverage rose to approximately 5.0 times (x) from 4.1x at the
end of 2009.  Leverage may be slow in returning to historical
levels as the data center business - even with the acquisition --
is not yet of a sufficient scale where its growth rates will
significantly overcome the effects of competitive pressures on
EBITDA in the wireline and wireless business.  Additionally, given
investment needs in the data center business to sustain higher
rates of growth, Fitch believes CBB is unlikely to direct cash
flows to material debt reduction, and, for the most part, leverage
reductions will depend on EBITDA growth.

CBB's debt on Dec. 31, 2010, totaled $2.52 billion, an increase of
$544 million from Dec. 31, 2009, with the rise stemming from the
acquisition of CyrusOne in June 2010.  At the end of 2010, the
company did not have any debt outstanding on its $210 million
secured revolving credit facility, and the amount available was
$186.9 million, after the effect of LOCs.

On June 11, 2010, the company entered into a new credit facility
consisting of a $210 million revolving line of credit and a
$760 million secured term loan.  The new revolver, which matures
in June 2014, replaced a facility of the same size that would have
matured in August 2012.  The $760 million secured term loan B
facility, which would have matured in 2017, was used to repay the
$205 million outstanding on the previous term loan B facility,
to close the CyrusOne acquisition and to pay related fees and
expenses.  The repayment of the term loan B facility through
the senior unsecured note offering in the latter half of 2010
eliminated potential refinancing risk in 2014, when the term loan
facility would have matured under certain circumstances.  In any
event, the notes mature in 2020, whereas the expected maturity of
the Term Loan B would have been in 2017.

Excluding capital leases and the undrawn revolver, there are
no material debt maturities until 2015, when approximately
$251 million of senior unsecured notes mature.  CBB's $100 million
accounts receivable securitization program (no outstanding amount
as of Dec. 31, 2010) had the full amount of borrowing capacity
available at the end of the year.  The receivables facility
expires in March 2012, subject to annual bank renewals in the
second quarter of each year.

Cash amounted to approximately $77 million on Dec. 31, 2010, and
during 2010, the company generated $140 million in free cash flow
under Fitch's definition.  CBB's 2011 guidance calls for the
company to generate approximately $5 million in FCF (as defined
by the company).  The main drivers of lower free cash flow in
2011 include an $80 million increase in capital spending to
approximately $230 million, and the full year effect of interest
on the debt incurred in the CyrusOne acquisition.  Capital
spending in 2011 and future years will be dependent on the level
of investment in the data center business.

Fitch has upgraded these ratings:

Cincinnati Bell, Inc.

   -- $500 million senior unsecured notes due 2017 to 'B+/RR3'
      from 'B/RR4';

   -- $251 million senior unsecured notes due 2015 to 'B+/RR3'
      from 'B/RR4';

   -- $775 million senior unsecured notes due 2020 to 'B+/RR3'
      from 'B/RR4';

Fitch has affirmed these ratings:

Cincinnati Bell, Inc.

   -- IDR at 'B';

   -- $210 million senior secured revolving credit facility due
      2014 at 'BB/RR1';

   -- $40 million senior secured notes at 'BB/RR1';

   -- $625 million senior subordinated notes at 'CCC/RR6';

   -- $129 million convertible preferred stock at 'CCC/RR6'.

Cincinnati Bell Telephone (CBT)

   -- IDR at 'B';

   -- $208 million senior unsecured notes at 'BB/RR1'.

Fitch has withdrawn this rating, given the repayment of the
facility:

Cincinnati Bell, Inc.

   -- $760 million senior secured Term Loan B due 2017 'BB/RR1'.


CMHA-TCB I: Asks for Court OK to Hire Reznick Group as Accountants
------------------------------------------------------------------
CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel
Homes V Limited Partnership ask for authorization from the U.S.
Bankruptcy Court for the Southern District of Ohio to employ
Reznick Group, P.C., as accountants.

Reznick will, among other things, audit the statement of financial
position of Debtors as of Dec. 31, 2010, and the related
statements of activities, functional expenses (if applicable) and
cash flows for the year then ended, together with similar services
to be rendered in the future.  Reznick has been regularly retained
by Debtors in the past to perform audit and accounting services
for Debtors.  Reznick is currently working on completing Debtors'
2010 year-end audited financial statements.

Reznick proposes to perform services related to the 2010 year-end
audit for a fixed lump sum rate of $9,500 per Debtor and at other
rates as may be agreed upon for future work, plus reimbursement of
reasonable and necessary expenses.  Reznick has been paid fees by
Debtors during the one year period prior to the Petition Date.
Reznick is owed $9,500 from each of the Debtors, which amounts are
part of the critical vendor payables that Debtors seek permission
to have paid.

To the best of the Debtor's knowledge, Reznick is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       About CMHA/TCB Laurel

CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel
Homes V Limited Partnership own and operate phases of the City
West Housing Development located in the West End of Cincinnati.
The Laurel Homes I and Laurel Homes V phases of the City West
Housing Development, together with all other phases of the City
West Housing Development, are managed by The Community Builders,
Inc.

CMHA/TCB V filed for Chapter 11 bankruptcy protection on March 31,
2011 (Bankr. S.D. Ohio Case No. 11-11966).  Charles M. Meyer,
Esq., at Santen & Hughes, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate CMHA/TCB I Limited Partnership filed a separate Chapter
11 petition on March 31, 2011 (Bankr. S.D. Ohio Case No. 11-
11953).


CMHA-TCB V: Asks for Court OK to Hire Reznick Group as Accountants
------------------------------------------------------------------
CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel
Homes V Limited Partnership ask for authorization from the U.S.
Bankruptcy Court for the Southern District of Ohio to employ
Reznick Group, P.C., as accountants.

Reznick will, among other things, audit the statement of financial
position of Debtors as of Dec. 31, 2010, and the related
statements of activities, functional expenses (if applicable) and
cash flows for the year then ended, together with similar services
to be rendered in the future.  Reznick has been regularly retained
by Debtors in the past to perform audit and accounting services
for Debtors.  Reznick is currently working on completing Debtors'
2010 year-end audited financial statements.

Reznick proposes to perform services related to the 2010 year-end
audit for a fixed lump sum rate of $9,500 per Debtor and at other
rates as may be agreed upon for future work, plus reimbursement of
reasonable and necessary expenses.  Reznick has been paid fees by
Debtors during the one year period prior to the Petition Date.
Reznick is owed $9,500 from each of the Debtors, which amounts are
part of the critical vendor payables that Debtors seek permission
to have paid.

To the best of the Debtor's knowledge, Reznick is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       About CMHA/TCB Laurel

CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel
Homes V Limited Partnership own and operate phases of the City
West Housing Development located in the West End of Cincinnati.
The Laurel Homes I and Laurel Homes V phases of the City West
Housing Development, together with all other phases of the City
West Housing Development, are managed by The Community Builders,
Inc.

CMHA/TCB V filed for Chapter 11 bankruptcy protection on March 31,
2011 (Bankr. S.D. Ohio Case No. 11-11966).  Charles M. Meyer,
Esq., at Santen & Hughes, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate CMHA/TCB I Limited Partnership filed a separate Chapter
11 petition on March 31, 2011 (Bankr. S.D. Ohio Case No. 11-
11953).


COMMERCIAL VEHICLE: Prices $250MM of Sr. Secured Notes at Par
-------------------------------------------------------------
Commercial Vehicle Group, Inc., has priced $250 million aggregate
principal amount of 7.875% Senior Secured Notes due 2019 in
connection with its previously announced private offering exempt
from registration under the Securities Act of 1933, as amended.
The Notes were priced at 100% of par.

The offering represents an increase from the previously announced
offering size of $225 million.  The closing of the offering is
expected to occur on April 26, 2011, subject to certain closing
conditions, including the amendment and restatement of the
Company's existing revolving credit facility and the receipt by
the Company of the required consents with respect to its
previously announced tender offers and consent solicitations for
any and all of its outstanding 8% Senior Notes due 2013 and
11%/13% Third Lien Senior Secured Notes due 2013.

The Notes will be guaranteed, jointly and severally, on a senior
secured basis by certain of the Company's existing and future
domestic subsidiaries and any other subsidiaries that guarantee
any of its senior indebtedness, including its revolving credit
facility.  The Notes and the related guarantees will be senior
secured obligations of the Company and the guarantors, secured by
second-priority liens on substantially all of the property and
assets of the Company and the guarantors.

The Company intends to use the net proceeds from the offering
primarily to repay all of the amounts currently outstanding under
its existing second lien term loan and Existing Notes and for
general corporate and working capital purposes.

The Notes and the related guarantees will be offered only to
"qualified institutional buyers" in reliance on the exemption from
registration pursuant to Rule 144A under the Securities Act and to
persons outside of the United States in compliance with Regulation
S under the Securities Act.  The Notes and the related guarantees
have not been registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and may not be
offered or sold in the United States without registration or an
applicable exemption from the Securities Act and applicable state
securities or blue sky laws and foreign securities laws.

                  About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The Company has facilities
located in the United States in Arizona, Indiana, Illinois, Iowa,
North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington
and outside of the United States in Australia, Belgium, China,
Czech Republic, Mexico, Ukraine and the United Kingdom.

The Company's balance sheet at Dec. 31, 2010 showed
$286.20 million in total assets, $286.31 million in total
liabilities, and a $112,000 stockholders' deficit.

                        *     *     *

Commercial Vehicle carries a 'Caa2' Corporate Family Rating and
'Caa2/LD' Probability of Default Rating from Moody's.  It has
'CCC+' issuer credit ratings from Standard & Poor's.

In mid-October 2010, Moody's Investors Service upgraded Commercial
Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2,
and revised the ratings outlook to positive from negative.  These
positive actions recognize the continuing improvement in the build
rates for commercial vehicles and the realized benefits of the
company's operating and capital restructurings.  According to
Moody's, the Caa1 CFR reflects modest size, high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is sensitive to both
economic cycles and regulatory implementation schedules.

As reported by the TCR on April 12, 2011, Standard & Poor's
Ratings Services said it raised its corporate credit rating on New
Albany, Ohio-based Commercial Vehicle Group Inc. (CVG) to 'B-'
from 'CCC+'.  "The upgrade reflects our assumption that CVG can
improve EBITDA and cash flow in the next two years, because we
believe commercial truck production volumes will continue to rise
year-over-year in 2011 and 2012," said Standard & Poor's credit
analyst Nancy Messer.  Heavy-duty truck production increased by a
meaningful 30% in 2010, leading to a 30% year-over-year sales
increase.


COMPLIANCE SYSTEMS: Incurs $684,840 Net Loss in 2010
----------------------------------------------------
Compliance Systems Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $684,840 on $0 of revenue for the year ended Dec. 31,
2010, compared with a net loss of $1.52 million on $0 of revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $75,210 in
total assets, $2.66 million in total liabilities and $2.58 million
in total stockholders' deficiency.

Holtz Rubenstein Reminick LLP, in Melville, New York, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has suffered continued
losses from operations since inception, and as of Dec. 31, 2010,
had stockholders' and working capital deficiencies of $2,582,378
and $2,488,921, respectively.

A full-text copy of the Annual Report is available for free at:

                        http://is.gd/wTWq1A

                     About Compliance Systems

Headquartered in Glen Cove, New York, Compliance Systems
Corporation operates its principal businesses through two of its
subsidiaries, Call Compliance, Inc. and Execuserve Corp.

Call Compliance helps telemarketing operators ensure compliance in
the highly regulated, strictly enforced Do-Not-Call and other
telemarketing guidelines environment.  Execuserve provides
organizations, who are hiring employees, with tests and other
evaluation tools and services to assess and compare job
candidates.


COMSTOCK MINING: Restates Q3 Financials to Correct Errors
---------------------------------------------------------
Comstock Mining Inc. filed with the U.S. Securities and Exchange
Commission Amendment No. 1 to Form 10-Q to restate its Quarterly
Report on Form 10-Q for the quarter ended Sept. 30, 2010, filed
with the United States Securities and Exchange Commission on
Nov. 12, 2010.

The purpose of the amendment is to restate the Company's condensed
consolidated financial statements due to an error in the
calculation of the fair value of derivative liabilities associated
with the embedded conversion features of the various convertible
debentures the Company exchanged for permanent equity in October
in 2010.  The correction resulted in an additional non-cash
expense for the three months and nine months ended Sept. 30, 2010
of approximately $11.4 million.  In addition, $3,064,533 of
defaulted convertible debentures were misclassified as long-term
debt instead of current liabilities and the Company also
misclassified certain amounts in the operating activities section
of the condensed consolidated statements of cash flow.

The Company's restated statement of operations reflects a net loss
of $20.08 million on $0 of revenue from gold sales for the three
months ended Sept. 30, 2010, compared with a net loss of $8.70
million on $0 of revenue from gold sales as originally reported.
The restated statement of operations also shows a net loss of
$26.63 million on $0 of revenue from gold sales for the nine
months ended Sept. 30, 2010, compared with a net loss of $15.25
million on $0 of revenue from gold sales as originally reported.

The Company's restated balance sheet reflects $5.58 million in
total assets, $57.94 million in total liabilities and $52.36
million in total stockholders' deficit as of Sept. 30, 2010, as
compared with $5.58 million in total assets, $46.56 million in
total liabilities and $40.98 million in total stockholders'
deficit as originally reported.

A full-text copy of the Quarterly Report, as amended, is available
for free at http://is.gd/RlFXbB

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 15, 2010,
Jewett, Schwartz, Wolfe & Associates expressed substantial doubt
about Goldspring, Inc.'s ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has operating and liquidity concerns and
has incurred historical net losses approximating $55.0 million as
of Dec. 31, 2009.  The Company also used cash in operating
activities of $3.6 million in 2009.


CONCORD INT'L: Former Director Susan Davis Faces Fraud Charges
--------------------------------------------------------------
Carla Rivera at the Los Angeles Times reports that Susan Packer
Davis, former director of Concord International High School, a
private Santa Monica high school, is alleged to have misused more
than $1 million in school funds, forcing the school into
bankruptcy near the beginning of the term and blindsiding many
families who had paid a full year's tuition.

Many of the allegations are part of a civil lawsuit filed Friday
in U.S. Bankruptcy Court by Concord International against former
administrator Ms. Davis, her husband, Eric Hille, and her son,
Alexander Davis.

According to LA Times, the suit accuses Ms. Davis of putting her
husband and son on the school payroll although it was uncertain
what services they provided or the value of those services and of
using school funds to pay personal expenses and to pay her son's
rent in Westwood.  It also alleges a breach of fiduciary duty,
particularly with regard to her own compensation -- described as
"grossly inflated."

"Ms. Packer Davis ran the school without any oversight and treated
it like it was her personal bank account," LA Times quotes Howard
S. Levine, an attorney with Cypress LLP, which filed the suit on
behalf of the nonprofit school, as saying.

Concord International High School, Inc., also known as Concord
High School, in Santa Monica, California, filed a Chapter 11
peittion (Bankr. C.D. Calif. Case No. 10-58454) in Los Angeles, on
Nov. 11, 2010.  Michael S. Kogan, Esq., at Ervin Cohen & Jessup
LLP, in Beverly Hills, California.  The Debtor estimated
$1,000,001 to $10,000,000 in assets and liabilities as of the
Chapter 11 filing.


CONVERSION SERVICES: Amends 2008 Loan Pact With Access Capital
--------------------------------------------------------------
Access Capital, Inc., and Conversion Services International, Inc.,
entered into an amendment to that certain Loan and Security
Agreement, which was dated as of March 31, 2008.  Under the
original Loan and Security Agreement, Access Capital provided the
Company with a revolving line of credit of up to a maximum of
$3,500,000, based upon collateral availability, and has a 90%
advance rate against eligible accounts receivable.  The line of
credit was for a three-year term and had a base interest rate of
prime plus 2.75% and a default rate of 18%.

Under the Amended Loan and Security Agreement, Access Capital
provided the Company with a revolving line of credit of up to a
maximum of $3,500,000, based upon collateral availability, and has
a 90% advance rate against eligible accounts receivable.  The line
of credit is for a three year term.  The line of credit has a base
interest rate of prime plus 8.75% and provides for interest rate
reductions based upon the Company's achievement of cash flow
goals.  The interest rate is reduced by between 0.50% and 3.00%
based upon the Company's achievement of positive cumulative cash
flow of between $250,000 and $1,500,000.  The default interest
rate is 3% above the applicable rate at the time of the default.
"Cash Flow" as defined in the Amended Loan and Security Agreement
means, the net income of the Company, plus any non-cash charges,
less payments (i) to the Company's officers or related persons,
(ii) under capital leases and (iii) for capital expenditures.

Also under the Amended Loan and Security Agreement, the Company
would not be required to meet certain working capital amounts, but
rather, the Company is required to maintain positive Cash Flow on
up to a rolling six month basis.  Starting April 2011, the end of
each month, the Company is required to maintain positive Cash Flow
for the period ending on the Test Date, and commencing from the
later of (i) April 1, 2011 or (ii) six months prior to the Test
Date.  For example, on Sept. 30, 2011, the Company is required to
maintain positive Cash Flow for the period from April 1, 2011 to
Sept. 30, 2011.  On Nov. 30, 2011, the Company would be required
to maintain positive Cash Flow for the period ending June 1, 2011
to Nov. 30, 2011.

A full-text copy of the Amendment to Loan and Security Agreement
is available for free at http://is.gd/KUUWXj

                  About Conversion Services Int'l

Conversion Services International, Inc., and its wholly owned
subsidiaries are principally engaged in the information technology
services industry in these areas: strategic consulting, business
intelligence/data warehousing and data management to its customers
principally located in the northeastern United States.

CSI was formerly known as LCS Group, Inc.  In January 2004, CSI
merged with and into a wholly owned subsidiary of LCS. In
connection with this transaction, among other things, LCS changed
its name to "Conversion Services International, Inc."

The Company reported a net loss of $771,753 on $17.72 million of
revenue for the year ended Dec. 31, 2010, compared with net income
of $31,956 on $24.19 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.75 million
in total assets, $6.92 million in total liabilities and $3.17
million in total stockholders' deficit.

Friedman LLP expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial reports for 2009 and 2010.  The accounting
firm noted that the Company has incurred recurring operating
losses, negative cash flows, is not in compliance with a covenant
associated with its Line of Credit, maturing on March 31, 2011 and
has significant future cash flow commitments.


CROWN FOREX: Receiver Blasts BofA, UBS, Others
----------------------------------------------
Bankruptcy Law360 reports that Bank of America Corp., JPMorgan
Chase Bank NA and UBS AG have all failed to properly answer a
receiver's subpoena seeking information about accounts held by
accused Ponzi schemer Jason Bo-Alan Beckman, according to a letter
sent on April 12, 2011, to a Minnesota federal judge.

                       About Crown Forex

Crown Forex SA -- http://www.crownforex.com/-- was a Bassecourt,
Switzerland-based company that offered trading on 13 currency
pairs plus gold and silver.

Swiss markets regulator FINMA took over the Company on Dec. 9,
2008, and entered a ruling to liquidate the Company on Feb. 23,
2009, following a money laundering investigation.  The regulator
declared the Company bankrupt on May 29, 2009.

A U.S. Commodity Futures Trading Commission civil suit has been
filed against Crown Forex.  The suit accuses the principals and
subsidiaries of Crown Forex of perpetrating an US$84 million
foreign exchange scheme.


CYTOCORE INC: Incurs $2.09 Million Net Loss in 2010
---------------------------------------------------
Cytocore, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$2.09 million on $30,000 of net sales for the year ended Dec. 31,
2010, compared with a net loss of $3.55 million on $44,000 of net
sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.05 million
in total assets, $5.79 million in total liabilities, all current,
and a $3.74 million stockholders' deficit.

L J Soldinger Associates LLC, in Deer Park, Illinois, said in its
audit report on the financial statements for the year ended
Dec. 31, 2010, that the Company's recurring losses from operations
and resulting dependence upon access to additional external
financing, raise substantial doubt concerning its ability to
continue as a going concern.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/WqqgEU

                        About Cytocore Inc.

Headquartered in Chicago, Illinois, CytoCore Inc. (OTC BB: CYOE)
-- http://www.cytocoreinc.com/-- is a biomolecular diagnostics
company engaged in the design, development, and commercialization
of cost-effective screening systems to assist in the early
detection of cancer.  CytoCore(R) is currently focused on the
design, development, and marketing of its CytoCore Solutions(TM)
System and related image analysis platform.  The CytoCore
Solutions(TM) System and associated products are intended to
detect cancer and cancer-related diseases, and may be used in a
laboratory, clinic, or doctor's office.


DAIS ANALYTIC: Common Shares Sell at $0.40 Apiece on April 11
-------------------------------------------------------------
Dais Analytic Corporation filed with the U.S. Securities and
Exchange Commission a Pre-Effective Amendment No. 1 to Form S-1
registration statement regarding the Company's offering of shares
of common stock.  The public offering price for the common stock
offered is estimated to be between $3.00 and $5.00 per share.  The
Company's common stock is quoted on the OTC Bulletin Board under
the symbol "DLYT.OB".  On April 11, 2011, the last reported sale
price for the Company's common stock was $0.40 per share.
Immediately prior to the effectiveness of the registration
statement of which this prospectus is a part, the Company expects
to effect a reverse stock split anticipated to be on a 10-for-1
basis.  The proposed aggregate price of the shares offered,
excluding shares that may be sold on exercise of the underwriter's
over- allotment option, is $15,000,000 million.

The Company is applying for listing of its common stock on the
NYSE AMEX Equities under the symbol "DLYT", which the Company
expects to occur on or promptly after the date of the prospectus.
No assurance can be given that the Company's application will be
approved.  If the application is not approved, the Company will
not complete this offering and the shares of the Company's common
stock will continue to be traded on the OTC Bulletin Board.

A full-text copy of the Amended Prospectus is available for free
at http://is.gd/0e3i1A

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

The Company reported a net loss of $1.43 million on $3.34 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $7.12 million on $1.53 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $1.97 million
in total assets, $8.69 million in total liabilities and $6.72
million in total stockholders' deficit.

Cross, Fernandez & Riley LLP, in Orlando, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company has incurred
significant losses since inception and has a working capital
deficit and stockholders' deficit of $2,861,448 and $6,722,092 at
Dec. 31, 2010.


DAIS ANALYTIC: Restates Employment Pact With T. Tangredi
--------------------------------------------------------
Dais Analytic Corporation entered into an amended and restated
employment agreement with Mr. Timothy N. Tangredi, the Company's
president, chief executive officer, and director, dated as of
April 11, 2011, which sets forth Mr. Tangredi's compensation level
and eligibility for salary increases, bonuses, benefits, and
option grants.  Mr. Tangredi's employment agreement provides for
an initial term of three years with the term extending on the
second anniversary thereof for an additional one year period and
on each subsequent anniversary of the agreement for an additional
year period.  Mr. Tangredi's initial base salary is $170,000, with
an increase to $220,000 per annum or a higher sum as the Company's
board of directors may set after the date on which we obtain $10
million or more in equity or debt financing.  Mr. Tangredi's base
salary will be increased annually by a percentage that is no less
than the percentage increase in the Consumer Price Index for the
preceding twelve calendar months for the greater Palo Alto,
California area.  If the Company's market capitalization at the
end of the calendar year is more than two times greater than the
year before Mr. Tangredi is to receive a cash payment of 2% of the
difference in capitalization from last year to the current year.
Additionally, at the discretion of the Company's board of
directors and its compensation committee, Mr. Tangredi may be
eligible for an annual bonus which amount, if any, will not be
below 100% of his effective base salary and not exceeding 300% of
his then effective base salary; provided that, under certain
extraordinary circumstances, Mr. Tangredi may be eligible for an
annual bonus greater than 300% of his then effective base salary.
Mr. Tangredi is entitled to medical, disability and life
insurance, as well as 4 weeks of vacation annually, an automobile
allowance of $800 per month, reimbursement of all reasonable
business expenses, automobile insurance and maintenance and up to
$7,500 for one executive conference or educational venue.

For each product for which the Company commences commercial sale
or licensing during the term and receives more than $1 million of
revenue during any 12 month period, Mr. Tangredi, in addition to
any other compensation which he may receive under the agreement,
will be granted options to purchase a minimum of 250,000 shares of
the Company's common stock at an exercise price equal to either
(i) the lower of: (a) $.50 per share or (b) the fair market value
per share of the stock on the date of grant as determined in good
faith by the Compensation Committee of the Board of Directors, if
the Company has not conducted a secondary public offering prior to
the date of grant, or (ii) at an exercise price equal to 75% of
the market price of the common stock, if the Company has completed
a secondary public offering of the Company's common stock prior to
the date of grant.  Those options, as well as any other options
granted to Mr. Tangredi during the term of his employment, will be
granted under the Company's then existing stock option plan, will
be immediately exercisable, have a term of ten years, will be
exercisable for up to three years after termination of employment,
will have a "cashless" exercise feature, and will be subject to
such additional terms and conditions as are then applicable to
options granted under such plan provided they do not conflict with
the terms set forth in the agreement.

In the event that the fair market value of the Company's common
stock equals or exceeds 200% of the price at which the Company
sells common stock in a secondary public offering at any time
during the term of the agreement, Mr. Tangredi will be granted
options to purchase 500,000 shares of common stock at an exercise
price equal to 75% of the Target Value.

During its term, the employment agreement terminates at the
Company's election for cause, or Mr. Tangredi's resignation
without good reason, in which event the Company is obligated to
pay Mr. Tangredi within ten days following the date of
termination, his accrued but unpaid base salary, bonus and accrued
vacation pay, and any unreimbursed expenses.

In the event Mr. Tangredi's employment is terminated by the
Company in the event of his disability or without cause or by Mr.
Tangredi for good reason, Mr. Tangredi will be entitled to:

   (i) An amount equal to the sum of (A) the greater of 300% of
       the base salary then in effect for Mr. Tangredi or $675,000
       plus (B) the cash and equity bonus, if any, awarded to Mr.
       Tangredi for the most recent year will be payable by the
       Company within 10 days following termination;

  (ii) The Company will continue to provide Mr. Tangredi the
       health and life insurance, car allowance and other benefits
       set forth in the agreement until two years following
       termination of employment, and will continue to offer any
       of such benefits to Mr. Tangredi beyond such two year
       period to the extent required by COBRA or similar statute
       which may then be in effect;

(iii) All stock options, to the extent they were not exercisable
       at the time of termination of employment, will become
       exercisable in full; and

  (iv) Any indebtedness of Mr. Tangredi to the Company will
       thereupon be cancelled and of no further force and effect,
       and the Company will pay to Mr. Tangredi, within ten days
       following receipt of a written demand therefore, any income
       or other taxes resulting from that cancellation.

In the event of termination upon Mr. Tangredi's death, Mr.
Tangredi will be entitled to an amount equal to the sum of the
greater of 300% of the base salary then in effect for Mr. Tangredi
or $675,000 plus the cash and equity bonus, if any, awarded to Mr.
Tangredi for the most recent year, which will be payable by the
Company within 10 days following termination.  Additionally, all
stock options awarded to Mr. Tangredi, to the extent not
previously exercised, will be deemed to have been exercised by him
on the day immediately before his death.  Additionally, any
indebtedness of Mr. Tangredi to us will be cancelled, and the
Company will be obligated to pay to Mr. Tangredi, within ten days
following receipt of a written demand therefore, any income or
other taxes resulting from such cancellation.  The Company also is
obligated to pay Mr. Tangredi accrued vacation pay and any
unreimbursed expenses.

In the event that Mr. Tangredi elects to terminate employment
within one year following a change in control, he will receive,
within the later of ten days following the date on which the
change in control occurs or the date on which he gives notice of
his election to terminate employment, a lump sum payment equal to
two and one half times the sum of (i) the greater of his then
current base salary or $220,000 plus cash bonus and equity, if
any, awarded to Mr. Tangredi for the most recent year.  In
addition, he will be entitled to accelerated vesting of
outstanding options, continuing benefits and cancellation of
indebtedness.

The employment agreement also contains restrictive covenants: (i)
preventing the use or disclosure of confidential information; (ii)
preventing competition with us during his employment and for a
period of two years after termination, provided that Mr. Tangredi
may make investments of up to 5% in the publicly-traded equity
securities of any company, and Mr. Tangredi is not precluded from
pursuing healthcare uses; (iii) preventing solicitation or hiring
any person employed by the Company at any time, provided that Mr.
Tangredi will have no further obligations with respect to non-
solicitation of our employees whose annual salary is less than
$75,000 or who have ceased to be employed by the Company for at
least six months.

Lastly, the Company is obligated under the employment agreement to
indemnify Mr. Tangredi for any claims made against him in
connection with his employment with the Company, and the Company
is required to advance all expenses in this regard.  Additionally,
the Company is required to maintain directors' and officers'
liability insurance in an amount not less than $5,000,000, unless
Mr. Tangredi otherwise consents, and he will at all times be one
of the named insured under such coverage.

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

The Company reported a net loss of $1.43 million on $3.34 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $7.12 million on $1.53 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $1.97 million
in total assets, $8.69 million in total liabilities and $6.72
million in total stockholders' deficit.

Cross, Fernandez & Riley LLP, in Orlando, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company has incurred
significant losses since inception and has a working capital
deficit and stockholders' deficit of $2,861,448 and $6,722,092 at
Dec. 31, 2010.


DAMON PURSELL: BOW Files Competing Plan; Hearing Set for April 26
-----------------------------------------------------------------
As reported in the TCR on Jan. 26, 2011, Damon Pursell
Construction Company filed with the U.S. Bankruptcy Court for the
Western District of Missouri a disclosure statement explaining its
Chapter 11 Plan of Reorganization dated Dec. 18, 2010, under which
Debtor proposed to pay all creditors in full, over a period of six
years.

After objections were filed against the disclosure statement,
Debtor filed a first amended disclosure statement on Feb. 1, 2011,
under which general unsecured claims without priority (in the
aggregate amount of $5,748,287) will be paid roughly 25% in cash
(over 6 years) without previous finance charges or interest.

The Debtor's exclusive period to file a plan expired on March 14,
2011.

On March 15, 2011, creditor Bank of the West filed its Creditor
Disclosure Statement and a related Creditor Plan as an alternative
to the Second Debtor Plan.  The Creditor Disclosure Statement has
been preliminarily approved as containing adequate information.

The last date and time by which ballots for accepting or rejecting
the Creditor Plan must be received by the Voting Agent in order to
be counted will be April 21, 2011, at 5:00 p.m. prevailing Central
time.

The Court will hold a combined hearing on final approval of this
Disclosure Statement and confirmation of the Creditor Plan
commencing at 3:00 p.m. on April 26, 2011.

In general, and subject to the specific terms therein, the
Creditor Plan contemplates a complete liquidation of Debtor to the
highest bidder pursuant to a process under which (a) a Chief
Restructuring Officer (the "CRO"), approved by and subject to the
general supervision of the Bankrutpcy Court, will be appointed to
operate Debtor's business pending a sale (if and only so long as
the CRO determines that such operation is feasible and generates
positive cash flow), and (b) an investment banker, approved by the
Bankruptcy Court, will be appointed to work under the supervision
of the CRO to complete a sale by Dec. 31, 2011.

Distributions to secured creditors will be made as soon as
possible from the net proceeds of the sale of their collateral.
Distributions to priority and general unsecured creditors will be
made as soon as possible thereafter in accordance with the
Creditor Plan.

General unsecured claims without priority under Class 25 wlll be
paid on the Final Distribution Date subordinate to all Allowed
Priority Unsecured Claims to the extent possible from the
available Cash proceeds after the sale of the Debtor's assets.

BOW believes that the Creditor Plan is superior to the pending
Second Debtor Plan because (a) the Creditor Plan satisfies all of
the requirements for confirmation of a plan of reorganization,
whereas the Second Debtor Plan does not, (b) the Creditor Plan
eliminates all uncertainty and risk of default and nonpayment that
otherwise exists under the Second Debtor Plan, and (c) the
Creditor Plan may result in a higher net present value
distribution to all creditors.

A copy of the Creditor Plan is available for free at:

     http://bankrupt.com/misc/damonpursell.creditorDS.pdf

Creditor Bank of the West is represented by:

     Paul M. Hoffman, Esq.
     STINSON MORRISON HECKER LLP
     Walnut, Suite 2900
     Kansas City, MO 64106
     Tel: (816) 842-8600
     E-mail: phoffman@stinson.com

             About Damon Pursell Construction Company

Kansas City, Missouri-based Damon Pursell Construction Company
owns and operates the Rockridge Quarry, which sells crushed rock
and rip rap products for road construction and other construction
projects.  The Quarry is located at 9001 Hickman Mills Drive, in
Kansas City, Missouri.  The Debtor also owns a construction
business that provides grading, excavation, utility and other
miscellaneous construction services.  Michael Pursell owns 100% of
the Company.  The Company filed for Chapter 11 bankruptcy
protection on Sept. 15, 2010 (Bankr. W.D. Mo. Case No. 10-
44965).  P. Glen Smith, Esq., at Husch Blackwell Sanders LLP, in
Kansas City, Mo., and Thomas G. Stoll, Esq., at Dunn & Davison,
LLC, in Kansas City, Mo., assist the Debtor in its restructuring
effort.  In its schedules, the Debtor disclosed $18,458,000 in
assets and $11,981,801 in liabilities as of the Petition Date.


DAZ VINEYARDS: Disclosure Statement Hearing Set for June 29
-----------------------------------------------------------
DAZ Vineyards, LLC, delivered to the U.S. Bankruptcy Court for the
Central District of California a proposed Chapter 11 Plan and an
explanatory disclosure statement on March 30, 2011.

Judge Robin Riblet will convene a hearing on June 29, 2011, at
11:00 a.m., to consider the adequacy of the information contained
in the Disclosure Statement.

According to the Disclosure Statement, the Debtor's Plan will be
funded by a combination of the Debtor's continued business
operations, and a new preferred equity investment.  The
reorganized debtor intends to divide into two entities, one
holding the real property asset and the other holding the winery
operation.  The Debtor anticipates the new equity investors will
purchase preferred investments at the winery level.  Confirmation
of the plan authorizes the Debtor to divide the business and sell
preferred equity investments.

The Debtor's Plan classifies claims into eight classes:

Class  Description                  Treatment
-----  -----------                  ---------
1     Secured Claim of:            Paid in full according to the
       Investors Warranty of        Loan Modification Agreement
       America, Inc. secured by a   entered into between the
       first trust deed encumbering parties, as amended
       the debtor's property in Los
       Olivos, CA

2     Secured Claim of Silicon     Paid in full with interest at
       Valley Bank secured by a     the contract rate in
       lien on the debtor's         quarterly payments of $20,000
       personal property,           per quarter, payable every
       including accts. receivable  March 1, June 1, September 1,
                                    and December 1

3     Secured Claim of Santa       Paid in full with interest at
       Colina Vineyards secured by  5% per annum in monthly
       a lien on some of the        payments of $1,900, with any
       debtor's bulk wine           balance due and payable one
                                    year from the effective date

4     Secured Claim of Bernice     Paid in full with statutory
       James secured by a lien on   interest from effective date
       the debtor's real property,  in equal quarterly payments
       located in Los Olivos CA     over three years from the
                                    effective date

5     Secured Claim of Sierra      The claim is allowed by
       Madre ranch secured by a     stipulation at $72,500, and
       lien on some of the          will be paid w/out interest
       debtor's bulk wine           in monthly payments of
                                    $2,500 with a single payment
                                    of $40,000 on or before
                                    2/1/2012

6     Secured Claim of CNH Capital The entire balance with all
       America secured by a lien on accrued interest and charges
       some of the debtor's         will be paid in full in
       equipment                    monthly payments of $1,696
                                    with the first payment due on
                                    the effective date.

7     General unsecured            The unsecured class will
       claims                       share payments totaling
                                    $120,000 payable at $10,000
                                    per quarter commencing 3
       Total amount of claims       months after the effective
       $267,660 undisputed,         date and every three months
       plus $1,192,684 disputed     thereafter.  Each individual
                                    creditor will receive its
                                    aliquot portion of the fund
                                    in annual payments. To the
                                    extent claim objections are
                                    pending at any payment date,
                                    the disbursing agent will
                                    retain sufficient funds to
                                    make payments to disputed
                                    creditors if their claims are
                                    allowed.

                                    Creditors will receive
                                    between 8% and 45% of their
                                    unsecured claims, depending
                                    on the success of the
                                    debtor's claim objections

8     Interests                    Holders of membership
                                    interests in the debtor will
                                    retain their interests

All classes of claims, except for Class 8 claims, are impaired
under the Plan.

A full-text copy of the Disclosure Statement may be accessed for
free at http://bankrupt.com/misc/DazVineyards_DS.pdf

Los Olivos, California-based DAZ Vineyards, LLC, dba Demetria
Estate Winery, filed for Chapter 11 bankruptcy protection on
February 15, 2010 (Bankr. C.D. Calif. Case No. 10-10689).  William
C. Beall, Esq., at Beall and Burkhardt, serves as the Debtor's
bankruptcy counsel.


DBSD N.A.: Files Second Reorganization Plan
-------------------------------------------
Bankruptcy Law360 reports that DBSD North America Inc. filed its
second Chapter 11 reorganization plan on April 13, 2011, in
New York, two months after an appellate court objected to a so-
called gifting transfer contained in its first plan.

DBSD filed for Chapter 11 protection in the U.S. Bankruptcy Court
for the Southern District of New York in May 2009. Its first
reorganization plan was confirmed in November 2009.

                     Previous Plan Failed

As reported in the Troubled Company Reporter, the Debtors on
Nov. 23, 2009, won confirmation of a plan premised on an exchange
senior note claims and general unsecured claims for equity in the
Reorganized Debtors.  However, consummation of the Debtors' Plan
was delayed for nearly 10 months as the license transfer
applications were not granted by the Federal Communications
Commission until Sept. 29, 2010.  During the delay in the FCC
Approval process, appeals from the previous confirmation order
made their way up through the United States Court of Appeals for
the Second Circuit.  DISH Network, which appealed confirmation of
the Plan, became involved in the Debtors' cases when, after DBSD
proposed a plan of reorganization, DISH bought up all of the
Debtor's $40 million first lien debt from its prior holders, at
par.  Sprint Nextel Corp., which asserts an unliquidated,
unsecured claim based on a lawsuit against a DBSD subsidiary, also
appealed, arguing that the plan improperly gave shares and
warrants to DBSD's owner.  While Sprint initially asserted a
$1.9 billion claim, the bankruptcy court temporarily allowed
Sprint's claim for $2 million.

The Second Circuit concluded that the plan violated the absolute
priority rule by providing a for distribution of equity and
warrants, from senior noteholders' to the Debtors' parent company,
ICO Global, while a rejecting class of general unsecured claims
was not being paid in full.  The Second Circuit also affirmed the
treatment of DISH Network Corp. under the Debtors' Plan.

                    About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc., aka
ICO Member Services Inc., offers satellite communications
services.  It has launched a satellite, but is in the
developmental stages of creating a satellite system with
components in space and on earth.  It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J.
Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP,
in Chicago, serve as the Debtors' counsel.  Jefferies & Company is
the financial advisors to the Debtors.  The Garden City Group Inc.
is the claims agent for the Debtors.  DBSD estimated assets and
debts of $500 million to $1 billion in its Chapter 11 petition.

Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP, in New York, represent the
Official Committee of Unsecured Creditors.

The ad hoc committee of certain parties that hold or manage
holdings of those certain 7.5% Convertible Senior Secured Notes
due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq.,
Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC.

Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates
LLP, in New York; and John H. Culver III, Esq., and Felton E.
Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina.

DISH is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in New York.


DIGITILITI INC: Incurs $6.41 Million Net Loss in 2010
-----------------------------------------------------
Digitiliti Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$6.41 million on $2.14 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss of $5.17 million on
$3.19 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.21 million
in total assets, $2.54 million in total liabilities, and a
$1.33 million stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficit.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/hhP6Zi

                       About Digitiliti, Inc.

St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease.  The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service.  This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.


EFD LTD: Asks for Court OK to Hire Homann Taube as Bankr. Counsel
-----------------------------------------------------------------
EFD, Ltd., asks for authorization from the U.S. Bankruptcy Court
for the Western District of Texas to employ Hohmann, Taube &
Summers, L.L.P., as bankruptcy counsel.

Hohmann Taube can be reached at:

                  Eric J. Taube, Esq.
                  Hohmann Taube & Summers, LLP
                  100 Congress Avenue, Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248
                  E-mail: erict@hts-law.com

Hohmann Taube will be paid based on the hourly rates of its
professionals:

              Attorneys                 $205-$515
              Paralegal                  $80-$165

To the best of the Debtor's knowledge, Hohmann Taube is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Austin, Texas-based EFD, Ltd., dba Blanco San Miguel, fdba Blanco
San Miguel, Ltd., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 11-10846) on April 5, 2011.  The Debtor
estimated its assets at $50 million to $100 million and debts at
$10 million to $50 million.


ENERGY FUTURE: TCEH Receives Consents to Amend 2007 Credit Pact
---------------------------------------------------------------
Texas Competitive Electric Holdings Company LLC, a subsidiary of
Energy Future Holdings Corp. and Energy Future Competitive
Holdings Company, solicited consents from lenders under its Credit
Agreement dated as of Oct. 10, 2007, for an amendment to those
credit facilities and the extension of certain loans and
commitments under such credit facilities.  On April 7, 2011, TCEH
received the requisite consents from Lenders in order for the
Amendment to become effective.  As a result, the Amendment was
executed by the requisite parties and became effective.

Pursuant to the Extension, TCEH offered all of its lenders under
the TCEH Senior Secured Credit Facilities the right to extend:

   (1) the maturity of TCEH's first lien term loans held by
       accepting lenders from Oct. 10, 2014 to Oct. 10, 2017 and
       increase the interest rate with respect to the Extended
       Term Loans from the London Interbank Offered Rate plus
       3.50% to LIBOR plus 4.50%;

   (2) the maturity of TCEH's first lien deposit letter of credit
       loans held by accepting lenders from Oct. 10, 2014 to
       Oct. 10, 2017 and increase the interest rate with respect
       to the Extended LC Loans from LIBOR plus 3.50% to LIBOR
       plus 4.50%; and

   (3) the maturity of the commitments under the revolving credit
       facility held by accepting lenders from Oct. 10, 2013 to
       Oct. 10, 2016 and increase the interest rate with respect
       to the Extended Revolving Commitments from LIBOR plus 3.50%
       to LIBOR plus 4.50% and increase the undrawn fee with
       respect to such commitments from 0.50% to 1.00%.

Lenders agreed to extend the maturity of over 80% of the aggregate
amount of the outstanding term loans and deposit letter of credit
loans under the TCEH Senior Secured Credit Facilities, and Lenders
agreed to extend a substantial portion of their commitments under
the TCEH revolving credit facility.  As a result, if the
conditions to the effectiveness of the Extension are met and the
Extension becomes effective as contemplated, there will be
approximately:

     * $15,367 million aggregate principal amount of Extended Term
       Loans and $3,812 million aggregate principal amount of non-
       extended term loans;

     * $1,020 million aggregate principal amount of Extended LC
       Loans and $43 million aggregate principal amount of non-
       extended deposit letter of credit loans; and

     * $1,384 million aggregate principal amount of Extended
       Revolving Commitments and $671 million aggregate principal
       amount of non-extended commitments under the revolving
       credit facility.

The Extended Loans will include a "springing maturity" provision
pursuant to which (a) in the event that more than $500 million
aggregate principal amount of TCEH's 10.25% Senior Notes due 2015
and 10.25% Senior Notes due 2015, Series B (other than notes held
by EFH Corp. or its controlled affiliates as of March 31, 2011 to
the extent held as of the date of determination) or more than $150
million aggregate principal amount of TCEH's 10.50%/11.25% Senior
Toggle Notes due 2016 (other than notes held by EFH Corp. or its
controlled affiliates as of March 31, 2011 to the extent held as
of the date of determination), as applicable, remain outstanding
as of 91 days prior to the maturity date of the applicable notes
and (b) TCEH's Consolidated Total Debt to Consolidated EBITDA
ratio is greater than 6.00 to 1.00 at such applicable
determination date, then the maturity date of the Extended Loans
will automatically change to 90 days prior to the maturity date of
the applicable notes.

The closing and effectiveness of the Extension is conditioned upon
the satisfaction of certain conditions, including, among others,
(a) the closing of an offering of senior secured notes (unless
waived by TCEH) and (b) the aggregate pro-rata repayment of
certain outstanding loans under the Senior Secured Credit
Facilities and, solely with respect to the Extended Revolving
Commitments, the reduction of certain commitments under the
revolving credit facility.  The extension of the term loans and
deposit letter of credit loans will not be conditioned upon the
effectiveness of the extension of the commitments under the
revolving credit facility. If the Extension becomes effective,
TCEH will pay an up-front extension fee of 350 basis points to
lenders holding Extended Term Loans and Extended LC Loans.

                        About Energy Future

Energy Future Holdings Corp. is a privately held diversified
energy holding company with a portfolio of competitive and
regulated energy businesses in Texas.  Oncor, an 80%-owned entity
within the EFH group, is the largest regulated transmission and
distribution utility in Texas.  The Company delivers electricity
to roughly three million delivery points in and around Dallas-Fort
Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 19, 2010,
Fitch Ratings downgraded the Issuer Default Ratings of Energy
Future Holdings Corp. and its subsidiaries Energy Future
Intermediate Holding Company LLC, Texas Competitive Electric
Holdings Company LLC, and Energy Future Competitive Holdings
Company by one notch to 'CCC' from 'B-'.

The downgrades of the IDRs of EFH and its non-ring-fenced
subsidiaries reflect large debt maturities occurring in 2014,
over-leveraged capital structure, cash flow dependence on the
forward natural gas NYMEX curve, which has been consistently
moving down since mid-2008, and the likely outcome of future debt
exchanges and amend-and-extend bank facility negotiations.  In
Fitch's view, potential defaults in 2011-2012 are considered more
likely to result from coercive debt exchanges and unlikely to
result from payment defaults.

The TCR on Aug. 19, 2010, also reported that Moody's Investors
Service changed the probability of default rating for Energy
Future Holdings to Caa2/LD from Ca following the completion of a
debt restructuring which Moody's views as a distressed exchange.
EFH's Caa1 CFR and SGL-4 liquidity rating are affirmed.  The
rating outlook remains negative.

EFH executed a debt restructuring which involved an exchange of
its 10.875% senior unsecured (guaranteed) notes due 2017 and its
11.25% / 12.00% senior unsecured PIK Toggle (guaranteed) notes due
2017 for new 10.00% senior secured notes due 2020 issued at EFIH,
plus approximately $500 million in cash, plus accrued interest.
These events had the effect of allowing EFH to reduce its overall
net debt by approximately $1.0 billion and extend a portion of its
maturities.  The transaction crystallized losses for investors of
approximately 30%.  Taken as a whole, Moody's views the
transaction as a distressed exchange and has classified this
transaction as a limited default by appending an LD designation to
the PDR.

The affirmation of EFH's Caa1 CFR considers the very weak
financial profile, untenable capital structure, questionable long-
term business plan and material operating headwinds for the
company.  Moody's believes EFH has very little financial
flexibility.

In March 2011, Fitch Ratings it does not expect to take any
immediate rating action on EFH's Texas Competitive Electric
Holdings Company LLC or their affiliates based on recent default
allegations from lender Aurelius.  Moody's also said said the
default assertion will not, at this time, affect the ratings or
rating outlooks for EFH or its subsidiaries.


ENERGY FUTURE: Intends to Offer $1.72BB Sr. Notes Due 2010
----------------------------------------------------------
Texas Competitive Electric Holdings Company LLC and TCEH Finance,
Inc., both indirect wholly-owned subsidiaries of Energy Future
Holdings Corp., intend to commence a private offering of $1,725
million aggregate principal amount of Senior Secured Notes due
2020.  Energy Future will use the net proceeds from the offering
of the Notes to repay approximately $1,604 million aggregate
principal amount of loans under TCEH's Credit Agreement, dated as
of Oct. 10, 2007, and to pay certain arranger fees and expenses
related to the previously announced amendment and extension of the
Senior Secured Credit Facilities.

                        About Energy Future

Energy Future Holdings Corp. is a privately held diversified
energy holding company with a portfolio of competitive and
regulated energy businesses in Texas.  Oncor, an 80%-owned entity
within the EFH group, is the largest regulated transmission and
distribution utility in Texas.  The Company delivers electricity
to roughly three million delivery points in and around Dallas-Fort
Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 19, 2010,
Fitch Ratings downgraded the Issuer Default Ratings of Energy
Future Holdings Corp. and its subsidiaries Energy Future
Intermediate Holding Company LLC, Texas Competitive Electric
Holdings Company LLC, and Energy Future Competitive Holdings
Company by one notch to 'CCC' from 'B-'.

The downgrades of the IDRs of EFH and its non-ring-fenced
subsidiaries reflect large debt maturities occurring in 2014,
over-leveraged capital structure, cash flow dependence on the
forward natural gas NYMEX curve, which has been consistently
moving down since mid-2008, and the likely outcome of future debt
exchanges and amend-and-extend bank facility negotiations.  In
Fitch's view, potential defaults in 2011-2012 are considered more
likely to result from coercive debt exchanges and unlikely to
result from payment defaults.

The TCR on Aug. 19, 2010, also reported that Moody's Investors
Service changed the probability of default rating for Energy
Future Holdings to Caa2/LD from Ca following the completion of a
debt restructuring which Moody's views as a distressed exchange.
EFH's Caa1 CFR and SGL-4 liquidity rating are affirmed.  The
rating outlook remains negative.

EFH executed a debt restructuring which involved an exchange of
its 10.875% senior unsecured (guaranteed) notes due 2017 and its
11.25% / 12.00% senior unsecured PIK Toggle (guaranteed) notes due
2017 for new 10.00% senior secured notes due 2020 issued at EFIH,
plus approximately $500 million in cash, plus accrued interest.
These events had the effect of allowing EFH to reduce its overall
net debt by approximately $1.0 billion and extend a portion of its
maturities.  The transaction crystallized losses for investors of
approximately 30%.  Taken as a whole, Moody's views the
transaction as a distressed exchange and has classified this
transaction as a limited default by appending an LD designation to
the PDR.

The affirmation of EFH's Caa1 CFR considers the very weak
financial profile, untenable capital structure, questionable long-
term business plan and material operating headwinds for the
company.  Moody's believes EFH has very little financial
flexibility.

In March 2011, Fitch Ratings it does not expect to take any
immediate rating action on EFH's Texas Competitive Electric
Holdings Company LLC or their affiliates based on recent default
allegations from lender Aurelius.  Moody's also said said the
default assertion will not, at this time, affect the ratings or
rating outlooks for EFH or its subsidiaries.


ENERGY FUTURE: Prices $1.75-Bil. Notes at 99.295% of Face Value
---------------------------------------------------------------
Texas Competitive Electric Holdings Company LLC and TCEH Finance,
Inc., both indirect wholly-owned subsidiaries of Energy Future
Holdings Corp., priced a private offering of $1,750 million
principal amount of 11.50% Senior Secured Notes due 2020 at
99.295% of face value.  The offering is expected to close on or
about April 19, 2011, subject to customary closing conditions.
The Company will use the net proceeds from the offering of the
Notes to repay approximately $1.6 billion aggregate principal
amount of loans under TCEH's Credit Agreement dated as of Oct. 10,
2007, and to pay certain arranger fees and expenses related to the
previously announced amendment and extension of the Senior Secured
Credit Facilities.

                        About Energy Future

Energy Future Holdings Corp. is a privately held diversified
energy holding company with a portfolio of competitive and
regulated energy businesses in Texas.  Oncor, an 80%-owned entity
within the EFH group, is the largest regulated transmission and
distribution utility in Texas.  The Company delivers electricity
to roughly three million delivery points in and around Dallas-Fort
Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 19, 2010,
Fitch Ratings downgraded the Issuer Default Ratings of Energy
Future Holdings Corp. and its subsidiaries Energy Future
Intermediate Holding Company LLC, Texas Competitive Electric
Holdings Company LLC, and Energy Future Competitive Holdings
Company by one notch to 'CCC' from 'B-'.

The downgrades of the IDRs of EFH and its non-ring-fenced
subsidiaries reflect large debt maturities occurring in 2014,
over-leveraged capital structure, cash flow dependence on the
forward natural gas NYMEX curve, which has been consistently
moving down since mid-2008, and the likely outcome of future debt
exchanges and amend-and-extend bank facility negotiations.  In
Fitch's view, potential defaults in 2011-2012 are considered more
likely to result from coercive debt exchanges and unlikely to
result from payment defaults.

The TCR on Aug. 19, 2010, also reported that Moody's Investors
Service changed the probability of default rating for Energy
Future Holdings to Caa2/LD from Ca following the completion of a
debt restructuring which Moody's views as a distressed exchange.
EFH's Caa1 CFR and SGL-4 liquidity rating are affirmed.  The
rating outlook remains negative.

EFH executed a debt restructuring which involved an exchange of
its 10.875% senior unsecured (guaranteed) notes due 2017 and its
11.25% / 12.00% senior unsecured PIK Toggle (guaranteed) notes due
2017 for new 10.00% senior secured notes due 2020 issued at EFIH,
plus approximately $500 million in cash, plus accrued interest.
These events had the effect of allowing EFH to reduce its overall
net debt by approximately $1.0 billion and extend a portion of its
maturities.  The transaction crystallized losses for investors of
approximately 30%.  Taken as a whole, Moody's views the
transaction as a distressed exchange and has classified this
transaction as a limited default by appending an LD designation to
the PDR.

The affirmation of EFH's Caa1 CFR considers the very weak
financial profile, untenable capital structure, questionable long-
term business plan and material operating headwinds for the
company.  Moody's believes EFH has very little financial
flexibility.

In March 2011, Fitch Ratings it does not expect to take any
immediate rating action on EFH's Texas Competitive Electric
Holdings Company LLC or their affiliates based on recent default
allegations from lender Aurelius.  Moody's also said said the
default assertion will not, at this time, affect the ratings or
rating outlooks for EFH or its subsidiaries.


EQK BRIDGEVIEW: Land Swap Didn't Adequately Protect BofA
--------------------------------------------------------
WestLaw reports that even if the bankruptcy statute, 11 U.S.C.
Sec. 363, allowing for a debtor's sale of estate property
authorized a Chapter 11 debtor's proposed swap, outside of the
plan context, of approximately 12 acres from a larger parcel of
land that was included in the bankruptcy estate for a nearby,
approximately three-acre piece of land, the replacement lien to be
received by a creditor whose claim was secured by the entire
parcel of estate property would not be the indubitable equivalent
of the existing lien that the creditor would be giving up.  Thus,
the proposed swap did not provide the creditor with the requisite
adequate protection.  There were significant concerns regarding
the risks associated with the property to be acquired, which was
adjacent to a former landfill, as well as regarding the property's
value.  In re EQK Bridgeview Plaza, Inc., --- B.R. ----, 2011 WL
832950 (Bankr. N.D. Tex.) (Jernigan, J.).

A copy of the Honorable Stacey G. Jernigan's Findings of Fact and
Conclusions of Law dated Mar. 4, 2011, denying the Debtor's
request and denying Bank of America, N.A.'s request for relief
from the automatic stay, is available at http://is.gd/OTe2Lzfrom
Leagle.com.

Based in Dallas, Tex., EQK Bridgeview Plaza, Inc., sought chapter
11 protection (Bankr. N.D. Tex. Case No. 10-37054 on Oct. 4, 2010,
and is represented by Melissa S. Hayward, Esq. --
MHayward@FSLHlaw.com-- at Franklin Skierski Lovall Hayward LLP in
Dallas, Tex.  The Debtor owns four parcels of real estate that it
values at $74 million.


EVERGREEN ENERGY: To Sell Boiler Island to MR&E for $2.9 Million
----------------------------------------------------------------
Evergreen Energy Inc. entered into a Asset Purchase Agreement with
MR&E Ltd. for the sale of partially completed engineering design
and fabricated pressure parts for the Company's 700,000 pound per
hour Circulating Fluidized Bed boiler island, for $2.9 million.
The cash payments from MR&E are as follows: (i) $100,000 upon the
signing of the asset purchase agreement; (ii) $300,000 on or
before May 23, 2011; and (iii) $2.5 million on or before July 9,
2011.  This transaction is anticipated to close on July 9, 2011.
The Company had previously impaired the Boiler Island during the
fiscal year ended Dec. 31, 2007, and fully impaired the Boiler
Island during the fiscal year ended Dec. 31, 2008.

                      About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $29.56 million
in total assets, $43.05 million in total liabilities and a
$13.49 million stockholders' deficit.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.


FB&F ENTERTAINMENT: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
FB&F Entertainment, LLC, filed a Chapter 11 petition (Bankr. S.D.
Ind. Case No. 11-04382) in Indianapolis on April 12, 2011,
estimating assets of up to $50,000 and debts of $1 million to $10
million.

Scott Olson at the Indiana Business Journal reported that FB&F
Entertainment operates Jillian's restaurant and entertainment
venue in downtown Indianapolis.

According to the report, the Company's largest secured debt is a
$1.4 million loan from the Schaumburg, Illinois, office of First
Colorado National Bank.  Unsecured claims include $331,262-the
value of its lease at 141 S. Meridian St.

Jillian's lease is listed with SMC Retail LLC, which is registered
in state corporation filings to Todd Maurer.  Maurer co-owns
Halakar Real Estate and is the son of Michael S. Maurer, who co-
owns IBJ Media.  The business is operated by Craig Kastle, David
Wallace and Mike Grosser, and is separate from 11 other Jillian's
restaurants operated by Greg Stevens in Louisville.  The three
have at least 25 years of experience in the food and beverage
industry, according to the FB&F Web site.

The Indiana Business Journal reports that the restaurant chain
first encountered financial troubles in 2004, when the former
Jillian's Entertainment Holdings Inc., also in Louisville, filed
for Chapter 11 bankruptcy.


FOOTPRINTS TRANSPORTATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Footprints Transportation LLC
        600 Bayview Avenue
        Inwood, NY 11096

Bankruptcy Case No.: 11-72570

Chapter 11 Petition Date: April 15, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Marc A. Pergament, Esq.
                  WEINBERG GROSS & PERGAMENT LLP
                  400 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  E-mail: mpergament@wgplaw.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Bernard Jackson, sole member.


GAS CITY: Has Go-Signal to Sell Assets for $135 Million
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that Gas City Ltd. won approval
to spread its gas stations, truck stops and other assets among 14
different purchasers, including 7-Eleven Inc. and Speedway LLC, in
exchange for $135 million.

Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort,
Illinois, is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.
Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets
at $50 million to $100 million and debts at $100 million to
$500 million.  Gas City's parent, the William J. McEnery
Revocable Trust dated Apr. 22, 1993, filed a separate
Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895).

Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter,
Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove,
Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in
Chicago, represent the Debtors.  A. Jeffrey Zappone at Conway
Mackenzie is the Debtors' chief restructuring officer.  Kurtzman
Carson Consultants is the Debtors' claims agent.  The Official
Committee of Unsecured Creditors has tapped Pachulski Stang Ziehl
& Jones LLP and Levenfeld Pearlstein, LLC, as co-counsel and
Mesirow Financial Consulting, LLC, as financial advisors.

The Bankruptcy Court extended Gas City's exclusive periods to file
and solicit acceptances for the proposed chapter 11 plan until
April 20, 2011, and May 20, respectively.


GLOBAL CROSSING: STT Crossing Discloses 60.2% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Temasek Holdings (Private) Limited, Singapore
Technologies Telemedia Pte Ltd, STT Communications Ltd, and STT
Crossing Ltd disclosed that they beneficially own 47,351,431
shares of common stock of Global Crossing Limited representing
60.2% of the shares outstanding.  The number of shares is
comprised of 29,351,431 common shares, par value $.01 per share
and 18,000,000 common shares issuable upon conversion of senior
preferred shares, par value $.10 per share The number of shares of
the Company's common stock, par value $0.01 per share, outstanding
as of Feb. 17, 2011, was 60,687,946.

On April 10, 2011, the Company entered into an Agreement and Plan
of Amalgamation with Level 3 Communications, Inc., a Delaware
corporation, and Apollo Amalgamation Sub, Ltd., a Bermuda exempted
limited liability company and wholly-owned subsidiary of Parent.
Under the terms of the Amalgamation Agreement, Amalgamation Sub
and the Company will amalgamate pursuant to the Companies Act 1981
of Bermuda and will continue as a Bermuda exempted limited
liability company as a result of the amalgamation.  At the
effective time of amalgamation, each outstanding share of (i) the
Common Shares of the Company will be exchanged for 16 fully paid
and nonassessable shares of common stock, par value $0.01 per
share, of Parent and (ii) the convertible preferred shares of the
Company will be exchanged for 16 fully paid and nonassessable
shares of Parent Common Stock, plus any unpaid dividends payable
thereon.

Concurrently with the execution of the Amalgamation Agreement, STT
Crossing Ltd and Parent entered into a Voting Agreement, dated as
of April 10, 2011, pursuant to which, among others, STT Crossing
agreed, subject to certain limited exceptions set forth in the
Voting Agreement, to (i) vote in favor of adopting the
Amalgamation Agreement and (ii) restrict its ability to transfer,
sell or otherwise dispose of, grant proxy to or permit pledge or
any other encumbrance on the Common Shares or the Convertible
Preferred Shares.

On April 10, 2011, as required by the Certificate of Designation
of the Convertible Preferred Shares, STT Crossing provided a
unanimous written consent for the Company to enter into the
Amalgamation Agreement, subject to certain conditions.  The
Company acknowledged and agreed to the terms and conditions set
forth in the Consent.

To be effective upon closing of the Amalgamation Agreement, Parent
and STT Crossing entered into a Stockholder Rights Agreement,
dated as of the Transaction Date, pursuant to which: (i) STT
Crossing shall have the right to designate a certain number of
directors to the board of directors of Parent; (ii) STT Crossing
agreed to limit, in certain respects, the offer, pledge, sale or
acquisition of any shares of common stock or other securities of
Parent for certain specified periods as set forth in the
Stockholder Rights Agreement; and (iii) Parent granted STT
Crossing certain registration rights and agreed to offer new
equity interests in the Parent to STT Crossing for the same price
and on the same terms as such new equity interests are proposed to
be offered to others.  In accordance with the terms of the
Stockholder Rights Agreement, STT Crossing will have the right to
designate and have appointed, as of the Closing, between three to
five directors, depending on the size of the board of directors of
the Parent at Closing.  The Stockholder Rights Agreement provides
that, following the Closing, STT Crossing will have the right to
nominate the number of directors for Parent's board of directors
that is proportionate to its percentage share ownership of Parent
Common Stock.  However, STT Crossing will have the right to
nominate (i) at least two directors as long as it owns at least
15% of the outstanding Parent Common Stock and (ii) at least one
director as long as it owns at least 10% of the outstanding Parent
Common Stock.

A full-text copy of the filing is available for free at:

                        http://is.gd/aKY5Dc

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
-- http://www.globalcrossing.com/-- is a global IP, Ethernet,
data center and video solutions provider with the world's first
integrated global IP-based network.

The Company's balance sheet at Dec. 31, 2010 showed $2.31 billion
in total assets, $2.79 billion in total liabilities and $477
million in total stockholders' deficit.

Global Crossing Limited reported a consolidated net loss of
$172 million on $2.609 billion of consolidated revenue for the
twelve months ended Dec. 31, 2010, compared with a net loss of
$141 million on $2.159 billion of revenue during the prior year.

                           *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.  S&P assigned its 'CCC+' issue-level
rating and '6' recovery rating to Global Crossing's proposed $150
million of senior unsecured notes due 2019.  The '6' recovery
rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.


GLOBAL CROSSING: Extends Term of KMPP to December 2012
------------------------------------------------------
The Amended and Restated Global Crossing Limited Key Management
Protection Plan was amended to extend the term of the plan from
Dec. 31, 2011 to Dec. 31, 2012.  The KMPP is intended to retain
executive officers and other key executives of Global Crossing
Limited by mitigating their concerns about financial hardship in
the event of an involuntary termination without "cause" or a
voluntary termination with "good reason".  The KMPP provides
enhanced severance benefits for the executive officers and certain
other key employees of the Company named in the KMPP.
Specifically, if a participant's employment were terminated by the
Company, or if he or she were to terminate employment for "good
reason", the KMPP entitles him or her to receive:

   (i) a lump sum payment equal to the "severance multiplier" of
       one or two times the sum of his or her annual base salary
       plus target bonus opportunity;

  (ii) a prorated portion of the annual target bonus for the year
       in which the termination occurred, subject to minimum
       target bonus amounts established for purposes of
       calculating severance;

(iii) continuation of life and health insurance coverages for a
       number of years equal to the "severance multiplier"; and

  (iv) payment for outplacement services in an amount not to
       exceed 30% of his or her base salary All executive officers
       for whom disclosure was required in the Company's proxy
       statement for its 2010 Annual General Meeting of
       Shareholders pursuant to Item 402(c) of Regulation S-K are
       participants in the KMPP at a "severance multiplier" of
       two, except for CEO John Legere, whose severance
       arrangements are set forth in his employment agreement with
       the Company.

                 Amendment of 2011 Discretionary
                     Incentive Bonus Program

On April 9, 2011, the Compensation Committee and Board of
Directors of the Company amended the Global Crossing 2011
Discretionary Incentive Bonus Program.  All of the NEOs
participate in the 2011 Bonus Program.  The amendment provides
that, if the recently announced acquisition of the Company by
Level 3 Communications, Inc., closes before bonus payments would
otherwise be made under the 2011 Bonus Program, the performance
period will terminate on the date of such closing and the Board
shall at that time determine the payout amounts.  That
determination will be made in accordance with existing program
terms, adjusted in the Board's discretion to account for the
shortened performance period.  Target bonuses will be pro-rated
for the portion of the year through the closing, and any payout
above 100% of the pro-rated target amounts will require the
consent of Level 3 Communications, Inc.  Any bonus payout
determined by the Board will be paid in cash or stock no later
than March 31, 2012.  Any employee who is awarded a bonus payout
by the Board will be entitled to receive that payout if he or she
is terminated in a reduction in force before the payment date.

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
-- http://www.globalcrossing.com/-- is a global IP, Ethernet,
data center and video solutions provider with the world's first
integrated global IP-based network.

The Company's balance sheet at Dec. 31, 2010 showed $2.31 billion
in total assets, $2.79 billion in total liabilities and $477
million in total stockholders' deficit.

Global Crossing Limited reported a consolidated net loss of
$172 million on $2.609 billion of consolidated revenue for the
twelve months ended Dec. 31, 2010, compared with a net loss of
$141 million on $2.159 billion of revenue during the prior year.

                           *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.  S&P assigned its 'CCC+' issue-level
rating and '6' recovery rating to Global Crossing's proposed $150
million of senior unsecured notes due 2019.  The '6' recovery
rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.


GLOBAL CROSSING: Inks Pact & Plan of Amalgamation With Level 3
--------------------------------------------------------------
Global Crossing Limited entered into an Agreement and Plan of
Amalgamation with Level 3 Communications, Inc., and Apollo
Amalgamation Sub, Ltd., a Bermuda exempted limited liability
company and a direct wholly owned subsidiary of Level 3.

The Amalgamation Agreement provides that, among other things and
subject to the satisfaction of certain closing conditions,
Amalgamation Sub and Global Crossing will amalgamate pursuant to
Bermuda law and continue as a Bermuda exempted limited liability
company.  As a result of the Amalgamation, (i) each issued and
outstanding common share of the Company, par value $0.01 per
share, other than dissenting shares or shares held by Level 3 or
the Company, will be exchanged for 16 shares of Level 3's common
stock, par value $0.01 per share, including the associated rights
under that certain Rights Agreement, dated as of April 10, 2011,
between Level 3 and Wells Fargo Bank, N.A., as rights agent and
(ii) each issued and outstanding share of the Company's
convertible preferred stock, par value $0.10 per share, will be
exchanged for the Amalgamation Consideration, plus an amount equal
to the aggregate accrued and unpaid dividends thereon.  The
Amalgamation Agreement also provides that the (i) issued and
outstanding options to purchase the Company's Common Stock will be
exchanged into options to purchase Level 3 Common Stock and (ii)
issued and outstanding restricted stock units covering the
Company's common stock will, to the extent applicable in
accordance with their terms, vest and settle for Level 3 Common
Stock.

The Amalgamation is intended to qualify as a tax-free
reorganization for U.S. federal income tax purposes.

The Amalgamation Agreement contains customary representations and
warranties, including, among others, (i) representations and
warranties by the Company regarding the Company's corporate
organization and capitalization, the accuracy of the Company's
reports and financial statements filed under the Securities
Exchange Act of 1934, as amended, and the absence of certain
changes or events relative to the Company and its subsidiaries
since Dec. 31, 2010 and (ii) representations and warranties by
Level 3 and Amalgamation Sub regarding their corporate
organization, Level 3's capitalization, the accuracy of Level 3's
reports and financial statements filed under the Exchange Act and
the absence of certain changes or events relative to Level 3 and
its subsidiaries since Dec. 31, 2010.

The Amalgamation Agreement contains customary covenants,
including, among others, agreements by each of the Company and
Level 3 (i) to continue conducting its respective businesses in
the ordinary course, consistent with past practice and in
compliance with applicable law during the interim period between
the execution of the Amalgamation Agreement and consummation of
the Amalgamation, (ii) not to engage in certain specified kinds of
transactions during that period and (iii) to hold a meeting of its
stockholders to vote upon, in the case of the Company's
shareholders, the approval and adoption of the Amalgamation, and,
in the case of Level 3's stockholders, the approval of both the
issuance of the Amalgamation Consideration and the adoption of an
amendment to Level 3's Amended and Restated Certificate of
Incorporation increasing the number of authorized shares of Level
3 Common Stock.  In addition, each of Global Crossing and Level 3
has agreed that, subject to certain exceptions, its board of
directors will recommend the approval and adoption of the
Amalgamation, and the approval of each of the issuance of the
Amalgamation Consideration and the adoption of the Level 3 Charter
Amendment, by its stockholders.  The Company and Level 3 have also
made certain additional customary covenants, including, among
others, not to (i) solicit or knowingly encourage inquiries or
proposals relating to alternative business combination
transactions or (ii) subject to certain exceptions, engage in
discussions or negotiations regarding, or provide any non-public
information in connection with, alternative business combination
transactions.

The closing of the Amalgamation is subject to certain conditions,
including (i) the approval and adoption of the Amalgamation by the
Company's shareholders, (ii) the approval of issuance of the
Amalgamation Consideration and the adoption of the Level 3 Charter
Amendment by Level 3's stockholders, (iii) the expiration or
termination of applicable waiting periods under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and applicable antitrust
laws in certain other jurisdictions, (iv) receipt of certain
regulatory and governmental approvals, (v) there being no material
adverse effect on the Company or Level 3 prior to the closing of
the Amalgamation and (vi) other customary conditions.

Either the Company or Level 3 may terminate the Amalgamation
Agreement if, among certain other circumstances, (i) the
Amalgamation has not become effective on or before April 10, 2012
or (ii) the Company's shareholders fail to approve the
Amalgamation or Level 3's stockholders fail to approve the
issuance of the Amalgamation Consideration or the adoption of the
Level 3 Charter Amendment.  In addition, the Company may terminate
the Amalgamation Agreement under certain other circumstances,
including: (a) to allow the Company to enter into a definitive
agreement for an alternative business combination transaction that
constitutes a "superior proposal," (b) if Level 3's board of
directors withdraws or adversely changes its approval or
recommendation of the issuance of the Amalgamation Consideration
or the adoption of the Level 3 Charter Amendment, (c) if Level 3
fails to obtain the proceeds sufficient to consummate the
Amalgamation and repay the debt of Global Crossing required to be
repaid as a result of the Amalgamation after the completion of a
marketing period or (d) if Level 3 materially breaches its
obligation not to solicit alternative transactions or engage in
negotiations in connection therewith, or materially breaches the
Amalgamation Agreement such that the conditions to closing would
not be satisfied.  Level 3 may terminate the Amalgamation
Agreement under certain other circumstances, including: (a) to
allow Level 3 to enter into a definitive agreement for an
alternative business combination transaction that constitutes a
"superior proposal," (b) the Company's board of directors
withdraws or adversely changes its approval or recommendation of
the Amalgamation, (c) if Level 3 fails to obtain the proceeds
sufficient to consummate the Amalgamation and repay the debt of
Global Crossing required to be repaid as a result of the
Amalgamation after the completion of a marketing period or (d) if
Global Crossing materially breaches its obligation not to solicit
alternative transactions or engage in negotiations in connection
therewith, or materially breaches the Amalgamation Agreement such
that the conditions to closing would not be satisfied.

The Amalgamation Agreement also provides that (i) upon termination
under specified circumstances, including, among others, a change
in the recommendation of the Company's board of directors or
termination of the Amalgamation Agreement by the Company to enter
into definitive agreement for an alternative business combination
transaction that constitutes a "superior proposal," the Company
would be required to pay to Level 3 a termination fee of $50
million and certain expenses incurred by Level 3 in pursuing the
Amalgamation, including the Financing Expenses, and (ii) upon
termination under specified circumstances, including, among
others, a change in the recommendation of Level 3's board of
directors or termination of the Amalgamation Agreement by Level 3
to enter into a definitive agreement for an alternative business
combination transaction that constitutes a "superior proposal,"
Level 3 would be required to pay Global Crossing a termination fee
of $70 million and certain expenses incurred by Global Crossing in
pursuing the Amalgamation.

Level 3 would be obligated to pay to Global Crossing a termination
fee of $70 million, less 50% of certain unreimbursed expenses
incurred by Level 3 in pursuing the financing, including
commitment and other upfront fees, if all the conditions to
closing have been met and the Amalgamation is not consummated
because of Level 3's failure to obtain proceeds from the Lenders
sufficient to consummate the Amalgamation and refinance Global
Crossing's debt at the closing of the transaction.  However, if
the failure to obtain such proceeds is due to Level 3's willful
and material breach of its obligations to obtain financing, Level
3 would be obligated to pay to Global Crossing a termination fee
of $120 million.  If the failure to obtain those proceeds is due
to the Lenders' willful and material breach of their obligations
under the Commitment Letter or the definitive financing documents,
Level 3 would be obligated to pay to Global Crossing the Financing
Fee, less, in certain circumstances, 50% of the Financing
Expenses; provided, that Level 3 would be required to pay to
Global Crossing any amounts received from the Lenders arising from
the resolution of claims against the Lenders in excess of the
Financing Fee, up to an amount equal to the Supplemental Financing
Fee, less, in certain circumstances, 50% of the Financing
Expenses.

                     Unanimous Written Consent

On April 10, 2011, as required by the Certificate of Designation
for the Company Convertible Preferred Stock, STT provided a
unanimous written consent for the Company to enter into the
Amalgamation Agreement, subject to certain terms and conditions.
On April 10, 2011, the Company acknowledged and agreed to the
terms and conditions set forth in the Consent.

                         Voting Agreement

In connection with the Amalgamation Agreement, on April 10, 2011,
Global Crossing's controlling shareholder, STT Crossing Ltd.,
entered into a Voting Agreement with Level 3, pursuant to which it
agreed, among other things, (i) subject to certain limited
exceptions as set forth in the Voting Agreement, to vote the
Company Common Stock and the Company Convertible Preferred Stock
held by it in favor of the approval and adoption of the
Amalgamation and (ii) to restrict its ability to transfer, sell or
otherwise dispose of, grant proxy to or permit the pledge of or
any other encumbrance on such Company Common Stock or Company
Convertible Preferred Stock. Pursuant to the Voting Agreement, STT
and Level 3 have agreed upon the types of actions STT would be
required to take, and the types of actions STT would not be
required to take, in connection with obtaining regulatory and
governmental approvals required under the Amalgamation Agreement.
In the event that the Amalgamation Agreement is terminated, the
Voting Agreement will also terminate.

As of April 11, 2011, STT beneficially owns shares of the Company
Common Stock and Company Convertible Preferred Stock which, in the
aggregate, represent approximately 60% of the Company's voting
shares.

                   Stockholder Rights Agreement

In connection with the Amalgamation Agreement, on April 10, 2011,
STT entered into a Stockholder Rights Agreement with Level 3,
which becomes effective on closing of the Amalgamation, and
pursuant to which Level 3 agreed, among other things, that upon
closing of the Amalgamation, Level 3's board of directors will
appoint a specified number of directors designated by STT,
determined as follows: if, at closing Level 3's board of directors
consists of (i) 13 or fewer directors, STT would be allocated
three designees, (ii) 14 through 16 directors, STT would be
allocated four designees or (iii) 17 or more directors, STT would
be allocated five designees.  The Stockholder Agreement provides
that, following the closing of the Amalgamation, STT will have the
right to nominate the number of directors for Level 3's board of
directors that is proportionate to its percentage ownership of
Level 3 Common Stock.  However, STT will have the right to
nominate (i) at least two directors as long as STT owns at least
15% of the outstanding Level 3 Common Stock and (ii) at least one
director as long as STT owns at least 10% of the outstanding Level
3 Common Stock.

Under the Stockholder Agreement, STT, for the relevant time period
and without the prior written consent of the majority of the
entire board of directors of Level 3, (i) is prohibited from
acquiring or publicly proposing to acquire any material assets of
Level 3 or seeking to effect a business combination transaction,
seeking to have representatives elected to Level 3's board of
directors or soliciting proxies for the purpose of seeking to
control or influence the board of directors, or forming a group in
connection with any of the foregoing and (ii) may not acquire any
shares of Level 3 Common Stock unless after giving effect to such
acquisition STT would beneficially own less than 34.5% of the
outstanding shares of Level 3 Common Stock.  STT is also subject
to certain other limitations on the acquisition and transfer of
shares of Level 3 Common Stock and securities convertible into
Level 3 Common Stock.

Under the Stockholder Agreement, Level 3 grants STT certain
registration rights and agrees to offer new equity interests in
Level 3 to STT for the same price and on the same terms as such
new equity interests are proposed to be offered to others.

                         Commitment Letter

As described in Level 3's Current Report on Form 8-K filed on
April 14, 2011, concurrently with the signing of the Amalgamation
Agreement, Level 3 Financing, Inc. and Level 3 entered into a
financing commitment letter with Bank of America, N.A., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and Citigroup Global
Markets Inc.  Level 3 expects the financing under the Commitment
Letter, together with cash balances, to be sufficient to provide
the financing necessary to consummate the Amalgamation and to
refinance certain existing indebtedness of Global Crossing.  The
Commitment Letter provides for a senior secured term loan facility
in an aggregate amount of $650 million.  The Commitment Letter
also provides for a $1.1 billion senior unsecured bridge facility,
if up to $1.1 billion of senior notes or certain other securities
are not issued by Level 3 Financing, Inc. or Level 3 to finance
the Amalgamation on or prior to the closing of the Amalgamation.
The financing commitments of Bank of America and CGMI are subject
to certain conditions set forth in the Commitment Letter.

A full-text copy of the Agreement and Plan of Amalgamation is
available for free at http://is.gd/SrXNkb

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
-- http://www.globalcrossing.com/-- is a global IP, Ethernet,
data center and video solutions provider with the world's first
integrated global IP-based network.

The Company's balance sheet at Dec. 31, 2010 showed $2.31 billion
in total assets, $2.79 billion in total liabilities and $477
million in total stockholders' deficit.

Global Crossing Limited reported a consolidated net loss of
$172 million on $2.609 billion of consolidated revenue for the
twelve months ended Dec. 31, 2010, compared with a net loss of
$141 million on $2.159 billion of revenue during the prior year.

                           *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.  S&P assigned its 'CCC+' issue-level
rating and '6' recovery rating to Global Crossing's proposed $150
million of senior unsecured notes due 2019.  The '6' recovery
rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.


GREAT ATLANTIC & PACIFIC: Retirees Want Own Official Committee
--------------------------------------------------------------
Fred Corrado, George Graham and Robert Joyce, on behalf of
themselves and a group of retired non-union salaried employee plan
members of The Great Atlantic & Pacific Tea Company, Inc., and
Pathmark Stores, Inc., and their surviving spouses ask the U.S.
Bankruptcy Court for the Southern District of New York to direct
the U.S. Trustee to appoint an official committee of retirees.

The retirees believe that it is important that a committee be
appointed to represent their interests early in the reorganization
process.  Appointment of a retirees' committee is necessary to
assure that the retirees are adequately represented, the group
said in court papers.  The group pointed out that the official
committee of unsecured creditors in the Debtors' cases are
dominated by unions, union pension funds, an indenture trustee and
wholesalers with executory contracts.  The interests of these
members, the group noted, are not remotely in line with those of
the retirees.

The retirees represent approximately 60% of the non-union
executive retirement plan members of A&P, and 100% of the non-
union executive retirement plan members of Pathmark.

A hearing on the request is set for April 28, at 10:00 a.m. (EST).

The group is represented by Elizabeth J. Austin, Esq., at Pullman
& Comley, LLC, in Bridgeport, Connecticut, with telephone number
203-330-2243.

                 About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York.  In
its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.


GREAT ATLANTIC & PACIFIC: Proposes "Dark" Store Lease Procedures
----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., and its debtor
affiliates ask the Hon. Judge Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York to approve
a global procedures for assumption and assignment and rejection of
non-operating unexpired nonresidential real property leases.

The Debtors also seek authority to reject certain unprofitable,
non-operating unexpired nonresidential real property leases and
subleases.

As of the Petition Date, the Debtors operated 395 conventional
supermarkets, combination food and drug stores, discount food
stores, and distribution centers and were party to more than 765
nonresidential real property leases or subleases across 23 states,
including leases of approximately 162 stores the Debtors exited
prior to filing for Chapter 11.  For a large number of these
exited stores, the Debtors subleased the premises to third parties
to mitigate costs associated with continued rental obligations,
according to papers filed with the Court.  Meanwhile, the exited
stores for which the Debtors could not find a suitable subtenant
simply remained unoccupied, i.e., the stores went "dark."

Currently, nine Dark Store Leases remain in the Debtors' lease
portfolio. In addition, 55 Sublet Leases and 56 related subleases
remain in the Debtors' lease portfolio.  Like the remaining Dark
Store Leases, the Debtors said they held on to these Sublet Leases
and Subleases in hopes that they could market the Sublet Leases
and Subleases to third parties for a profit.

The Debtors seek approval of procedures to provide a framework for
dealing with the universe of Non-Operating Leases and Subleases
well in advance of the July 10, 2011 section 365(d)(4) deadline.
In particular, the Lease Procedures will give lease or sublease
counterparties 10 days to object to any proposed assumption and
assignment or rejection and an opportunity to be heard at a
hearing if those counterparties object to the proposed assumption
and assignment or rejection.

Consistent with the proposed procedures, the Debtors specifically
seek to reject six Dark Store Leases that they have been
unsuccessful in subletting or assigning for a profit and 10 Sublet
Leases and 12 Subleases on which the Debtors are currently losing
money.  The Debtors seek to reject these specific Dark Store
Leases effective as of April 6, 2011, given that they have already
surrendered the relevant premises.  As for the Sublet Leases and
Subleases for which the Debtors are seeking to reject, the Debtors
seek a rejection date effective as of April 16, 2011.

The Unprofitable Leases and Subleases represent a drain on the
estates' liquidity and are associated with properties where the
Debtors no longer conduct business, the Debtors told the Court.
Rejection of the Unprofitable Leases and Subleases will thus not
only provide significant cash savings to the estates but will also
allow the Debtors to concentrate their efforts on operating a
scaled-down number of their most profitable, core store locations,
the Debtors said.

A hearing on the request will be held on April 28, at 10:00 a.m.

A copy of the Motion with the schedule of the subject leases is
available at http://ResearchArchives.com/t/s?75a8

                 About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York.  In
its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.


GREAT ATLANTIC & PACIFIC: Files Schedules of Assets & Debts
-----------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., filed with the
U.S. Bankruptcy Court for the Southern District of New York its
schedules of assets and liabilities disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                      $3,401,284
B. Personal Property              $1,053,245,763
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $400,516,710
E. Creditors Holding
   Unsecured Priority
   Claims                                               $1,872,025
F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $1,128,410,919
                                      -----------      -----------
      TOTAL                        $1,056,647,047   $1,530,799,654

A copy of the Schedule is available for free at
http://ResearchArchives.com/t/s?75a9

                 About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York.  In
its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.


GREYSTONE LOGISTICS: Delays Filing of Feb. 28 Form 10-Q
-------------------------------------------------------
Greystone Logistics, Inc., notified the U.S. Securities and
Exchange Commission that it will be late in filing its quarterly
report on Form 10-Q for the period ended Feb. 28, 2011.  The
Company said its limited personnel and resources have impaired its
ability to prepare and timely file its Quarterly Report on Form
10-Q.

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

The Company's balance sheet at Nov. 30, 2010, showed
$10.29 million in total assets, $18.94 million in total
liabilities, and $8.64 million in total deficit.

As reported in the Troubled Company Reporter on Sept. 17, 2010,
HoganTaylor LLP, in Tulsa, Okla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended May 31,
2010.  The independent auditors noted that at May 31, 2010, the
Company has a stockholders' deficit of $7.7 million and a working
capital deficit of $12.6 million.


GULF FLEET: Got Disclosure Statement OK; Plan Hearing on April 26
-----------------------------------------------------------------
Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana approved the disclosure statement
explaining the plan of reorganization filed by Gulf Fleet
Holdings, Inc., and its debtor affiliates, on February 28 and
amended on March 28.

April 19 is fixed as the last date for filing written acceptances
or rejections of the Plan and the last date for filing and serving
objections, if any, to the confirmation of the Plan.  Objections
in writing must be filed and served on counsel for proponent of
the Plan at least five business days before the hearing on
confirmation.

April 26, at 10:00 a.m., is fixed as the date and time for hearing
on confirmation of the Plan.

A copy of the March 28 Plan and Disclosure Statement is available
at http://ResearchArchives.com/t/s?75aa

                         About Gulf Fleet

Lafayette, Louisiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- sought
Chapter 11 protection (Bankr. W.D. La. Case No. 10-50713) on
May 14, 2010.  Benjamin W. Kadden, Esq., Christopher T.
Caplinger, Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton,
Peck, Rankin & Hubbard in New Orleans, La., represent the Debtors.
The Debtor is operating under the terms of cash collateral
agreements with lenders led by Comerica Bank and Brightpoint
Capital Partners Master Fund, L.P.

Gulf Fleet estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in its Chapter 11 petition.
In their schedules, affiliate Gulf Fleet, LLC, disclosed
$2,088,277 in assets and $83,891,116 in liabilities; Gulf Fleet
Management, LLC, disclosed $943,256 in assets and $45,071,399 in
liabilities; and Gulf Ocean Marine Services, LLC, disclosed
$15,777,138 in assets and $79,513,230 in liabilities.

The official committee of unsecured creditors is represented by
Alan H. Goodman, Esq., who has an office in New Orleans, and
Christopher D. Johnson, Esq., and Hugh M. Ray, Jr., Esq., who have
offices in Houston, Texas.


GULF FLEET: Sells 3 Vessels to Multimpex for $2.2-Mil.
------------------------------------------------------
Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana authorized Gulf Fleet Offshore,
L.L.C. and Gulf Ocean Marine Services, L.L.C., to sell the Gulf
Carrier, Gulf Scout, and Miss Sydney, free and clear of all liens,
claims and interests to Multimpex, S.A., for $2,200,000.

The Debtors said in court papers that immediate consummation of
the sale is the best way to maximize the value for their estates.
Attempting to complete the sale of the vessels pursuant to a
Chapter 11 plan is not feasible because it may cause substantial
delay and create uncertainty with respect to the consummation of
the sale, the Debtors continued.  The Debtors and its
professionals have determined that attempting the sale of the
vessels by means of an auction process would not likely result in
any significantly higher bid for the vessels but would result in a
greater delay, they continued.

                         About Gulf Fleet

Lafayette, Louisiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- sought
Chapter 11 protection (Bankr. W.D. La. Case No. 10-50713) on
May 14, 2010.  Benjamin W. Kadden, Esq., Christopher T.
Caplinger, Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton,
Peck, Rankin & Hubbard in New Orleans, La., represent the Debtors.
The Debtor is operating under the terms of cash collateral
agreements with lenders led by Comerica Bank and Brightpoint
Capital Partners Master Fund, L.P.

Gulf Fleet estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in its Chapter 11 petition.
In their schedules, affiliate Gulf Fleet, LLC, disclosed
$2,088,277 in assets and $83,891,116 in liabilities; Gulf Fleet
Management, LLC, disclosed $943,256 in assets and $45,071,399 in
liabilities; and Gulf Ocean Marine Services, LLC, disclosed
$15,777,138 in assets and $79,513,230 in liabilities.

The official committee of unsecured creditors is represented by
Alan H. Goodman, Esq., who has an office in New Orleans, and
Christopher D. Johnson, Esq., and Hugh M. Ray, Jr., Esq., who have
offices in Houston, Texas.


HARKERS HOLLOW: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Harkers Hollow Golf Club, Inc.
        c/o KIRSTEN B. ENNIS, LLC
        92 E. Main Street, Suite 407
        Somerville, NJ 08876

Bankruptcy Case No.: 11-21834

Chapter 11 Petition Date: April 15, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Kirsten B. Ennis, Esq.
                  KIRSTEN B. ENNIS LLC
                  92 East Main Street, Suite 407
                  Somerville, NJ 08876
                  Tel: (908) 713-0345
                  Fax: (908) 713-0297
                  E-mail: kirsten@eklaw.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/njb11-21834.pdf

The petition was signed by Richard Hunt, president.


HARRY & DAVID: Proposes Richards Layton as Co-Counsel
-----------------------------------------------------
Harry & David Holdings Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Richards, Layton & Finger P.A. as its bankruptcy co-
counsel.

A hearing is set for April 27, 2011, at 9:30 a.m., to consider the
Debtors' request.  Objections, if any, are due April 18, 2011.

The firm will advise the Debtors of their rights, powers, and
duties as debtors and debtors in possession in the continued
operation of their business and management of their properties.

The Debtors tell the Court that the firm has discussed with
Jones Day, proposed counsel of the Debtors, on the division of
responsibilities regarding the Debtors' representation in the
Debtors' cases and will make every effort to avoid and minimize
duplication of services.

The firm will charge the Debtors based on the hourly rates of its
professionals:

   Professionals                  Hourly Rates
   -------------                  ------------
   Daniel J. DeFranceschi, Esq.   $650
   Paul N. Heath, Esq.            $550
   Zachary I. Shapiro, Esq.       $315
   Tyler D. Semmelman, Esq.       $255
   Barbara J. Witters, Esq.       $200

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                         About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.

David G. Heiman, Esq.; Brad B. Erens, Esq.; and Timothy W.
Hoffman, Esq., at Jones Day, are the Debtors' legal counsel.
Rothschild Inc. is the Debtors' investment banker.  Alvarez &
Marsal LLC is the Debtors' financial advisor.  Garden City Group
Inc. is the Debtors' claims and notice agent.

The cases are jointly administered, with Harry David Holdings as
lead case.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.


HARRY & DAVID: Wants to Hire McKinsey as Management Consultant
--------------------------------------------------------------
Harry & David Holdings Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ McKinsey Recovery & Transformation Services U.S. LLC as
their management consultant.

A hearing is set for April 27, 2011, at 9:30 a.m., to consider the
Debtors' request.  Objections, if any, are due April 18, 2011.

The firm will support the Debtors' management in rightsizing their
cost structure by helping management to capture sourcing savings
by developing a fact base to support target prices, supporting
vendor selection, helping conduct requests for quotes/proposals,
identifying design to value opportunities, and supporting the
negotiation process.

The Debtors will pay a monthly fee of $380,000 for a three-month
period to the firm.

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                         About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
I Shapiro, Esq., at Richards Layton & Finger, serve as the
Debtors' local counsel.  David G. Heiman, Esq.; Brad B. Erens,
Esq.; and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors'
legal counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.

The cases are jointly administered, with Harry David Holdings as
lead case.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.


HD SUPPLY: Incurs $619-Mil. Net Loss in Yr. Ended Jan. 30
---------------------------------------------------------
HD Supply, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$619 million on $7.47 billion of revenue for the fiscal year ended
Jan. 30, 2011, compared with a net loss of $514 million on
$7.42 billion of net sales for the fiscal year ended Jan. 31,
2010.

The Company's balance sheet at Jan. 30, 2011 showed $7.09 billion
in total assets, $6.99 billion in total liabilities, and a
$96 million in stockholders' equity.

"In 2010, our associates' continued focus on our customers and our
significant investments in the company to accelerate sales and
growth momentum enabled us to gain market share and report year-
over-year improved financial results, the first since 2007.
Furthermore, our liquidity remains very strong, which allows us to
meet our commitments and continuously invest in profitable
growth," stated Joe DeAngelo, CEO, HD Supply.  "These investments
and our associates' outstanding performance make HD Supply the
distributor of choice for our customers."

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/gZ9Z37

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

                         *     *     *

HD Supply carries 'Caa2' probability of default rating and
corporate family rating, with negative outlook, from Moody's
Investors Service, and a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.

In April 2010, when Moody's downgraded the ratings to
'Caa2' from 'Caa1', it said, "The downgrade results from Moody's
views that the construction industry, the main driver of HDS'
revenues, will continue to be weak for the foreseeable future,
pressuring the company's ability to generate meaningful levels of
earnings and free cash flow relative to its debt."


HERITAGE BANKING: Closed; Trustmark National Assumes All Deposits
-----------------------------------------------------------------
Heritage Banking Group, of Carthage, Miss., was closed on Friday,
April 15, 2011, by the Mississippi Department of Banking and
Consumer Finance, which appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
Trustmark National Bank, of Jackson, Miss., to assume all of the
deposits of Heritage Banking Group.

The eight branches of Heritage Banking Group will reopen on
Monday, April, 18, 2011, as branches of Trustmark National Bank.
Depositors of Heritage Banking Group will automatically become
depositors of Trustmark National Bank.  Deposits will continue to
be insured by the FDIC, so there is no need for customers to
change their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of Heritage
Banking Group should continue to use their existing branch until
they receive notice from Trustmark National Bank that it has
completed systems changes to allow other Trustmark National Bank
branches to process their accounts as well.

As of Dec. 31, 2010, Heritage Banking Group had approximately
$224.0 million in total assets and $196.2 million in total
deposits.  Trustmark National Bank will pay the FDIC a premium of
0.15 percent to assume all of the deposits of Heritage Banking
Group.  In addition to assuming all of the deposits of the failed
bank, Trustmark National Bank agreed to purchase essentially all
of the assets.

The FDIC and Trustmark National Bank entered into a loss-share
transaction on $156.4 million of Heritage Banking Group's assets.
Trustmark National Bank will share in the losses on the asset
pools covered under the loss-share agreement.   The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

   http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-640-2607.  Interested parties also can
visit the FDIC's Web site at:

     http://www.fdic.gov/bank/individual/failed/heritage_ms.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $49.1 million.  Compared to other alternatives,
Trustmark National Bank's acquisition was the least costly
resolution for the FDIC's DIF.  Heritage Banking Group is the 34th
FDIC-insured institution to fail in the nation this year, and the
first in Mississippi.  The last FDIC-insured institution closed in
the state was First National Bank of Rosedale, on June 4, 2010.


HERITAGE CONSOLIDATED: Has Cash Collateral Access Until Apr. 30
---------------------------------------------------------------
Heritage Consolidated, LLC and Heritage Standard Corporation and
the Official Committee of Unsecured Creditors entered into a
stipulation extending the Debtors' access of cash collateral
through April 30, 2011, in accordance with a budget.

Pursuant to the U.S. Bankruptcy Court for the Northern District of
Texas' previous order authorizing the Debtors' use of cash
collateral through March 31, 2011, the Debtors and the Committee
are authorized to extend the use of cash collateral by written
agreement filed with the Court.

                   About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485).  Kevin
D. McCullough, Esq., in Dallas, Texas, serves as counsel to the
Debtors.  The Debtors each estimated assets and debts of
$10 million to $50 million.


IL LUGANO: Seeks to Sell Condominium Unit #1208 for $625,000
------------------------------------------------------------
Il Lugano LLC seeks permission from Judge Alan H.W. Shiff of the
U.S. Bankruptcy Court for the District of Connecticut to sell
condominium unit #1208, free and clear of all liens, to John D.
Ryan, Trustee for the John D. Ryan Revocable Trust for $625,000.

The Debtor also seeks permission to pay a real estate commission
of $31,250, representing 5% of the purchase price, to Realty
Marketing & Development Corp. upon closing of the proposed sale.

After payment of real estate commissions and closing costs, the
net proceeds to the Debtor from the sale of the Unit are expected
to be $589,786.

The Debtor assert that a sale of the Unit will relieve it from
ongoing expenses at an annual cost of $32,349, associated with
owning the Unit.

The bankruptcy judge will hold a hearing to consider Il Lugano,
LLC's request to sell a condominium unit #1208 on April 26, 2011
at 10:00 a.m.

                          About Il Lugano

Il Lugano LLC's main asset is a four-star, boutique-styled, luxury
condominium and hotel property located in Ft. Lauderdale,
Florida.

Il Lugano filed for Chapter 11 bankruptcy (Bankr. D. Conn. Case
No. 08-50811) on Aug. 29, 2008, Judge Alan H.W. Shiff presiding.
Douglas J. Buncher, Esq. -- dbuncher@neliganlaw.com-- at Neligan
Foley LLP in Dallas, Texas, and James Berman, Esq. --
jberman@zeislaw.com-- at Zeisler and Zeisler in Bridgeport,
Connecticut, serve as the Debtor's bankruptcy counsel.  When the
Debtor filed for protection from its creditors, it listed assets
of between $50 million and $100 million and debts of between
$1 million and $10 million.

IL Lugano filed for bankruptcy to prevent any adverse judgment and
subsequent enforcement actions against IL Lugano in a lawsuit
filed by EPI NCL, LLLC, in the Circuit Court of the 17th Judicial
Circuit of Broward County, Florida, which was set for trial on
September 2, 2008, and to allow adequate time for completion of
the restaurant and sale of the property.

SageCrest II is also in chapter 11 proceedings (Bankr. D. Conn.
Case No. 08-50754) before the Connecticut Bankruptcy Court.


INDIANAPOLIS DOWNS: Wants Lazard Freres as Investment Banker
------------------------------------------------------------
Indianapolis Downs, LLC, et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Lazard Freres & Co. LLC as investment banker, nunc pro tunc to the
Petition Date.

Lazard Freres will, among other things:

     a. review and analyze the Debtors' business, operations, and
        financial projections;

     b. evaluate the Debtors' potential debt capacity in light of
        their projected cash flows;

     c. assist in the determination of a capital structure for the
        Debtors; and

     d. render financial advice to the Debtors and participate in
        meetings or negotiations with stakeholders and rating
        agencies or other appropriate parties in connection with
        any restructuring.

Lazard Freres will be paid, among other things:

     a. $150,000 fee on the first day of each month until the
        earlier of the completion of the restructuring of the
        Debtors or the termination of the firm's engagement; and

     b. $3.50 million fee payable upon the consummation of a
        restructuring.

More information on Lazard Freres' compensation is available for
free at http://is.gd/ogolDq

Daniel Aronson, managing director of Lazard Freres, assures the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

                     About Indianapolis Downs

Indianapolis Downs, LLC, operates a "racino," which is a combined
race track and casino, at a state-of-the-art 283 acre Shelbyville,
Indiana site.  It also operates two satellite wagering facilities
in Evansville and Clarksville, Indiana.  Total revenue for 2010
was $270 million, representing an 8.7% increase in 2009.  The
casino captured 53% of the Indianapolis market share.

Indianapolis Downs was granted a permit to conduct a horse track
operation in Shelvyville, Indiana, in July 2001, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs, LLC, and subsidiary, Indianapolis Downs
Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011.

Indianapolis Downs estimated $500 million to $1 billion in assets
and up to $500 million in debt as of the Chapter 11 filing.
According to a court filing, the Debtor owes $98,125,000 on a
first lien debt.  It also owes $375,000,000 on secured notes and
$72,649,048 on subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors.  Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel.  Bose Mckinney & Evans LLP and Bose
Public Affairs Group LLC serve as special counsel.  Kobi Partners,
LLC, is the restructuring services provider.  FD U.S.
Communications, Inc., is the corporate communications consultant.
Epiq Bankruptcy Solutions is the claims and notice agent.


INDIANAPOLIS DOWNS: Taps Kobi Partners to Provide CRO
-----------------------------------------------------
Indianapolis Downs, LLC, et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ Kobi
Partners, LLC, to provide chief restructuring officer and appoint
Gregory F. Rayburn as CRO, nunc pro tunc to the Petition Date.

Mr. Rayburn will provide these services to the Debtors:

     a. discharge the customary duties and responsibilities of the
        CRO;

     b. lead the restructuring process; and

     c. provide other services as may be requested by the Debtors.

The Debtors will pay Kobi a monthly, non-refundable advisory fee
of $135,000 for Mr. Rayburn's services.

Mr. Rayburn, managing partner of Kobi, assures the Court that the
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

                     About Indianapolis Downs

Indianapolis Downs, LLC, operates a "racino," which is a combined
race track and casino, at a state-of-the-art 283 acre Shelbyville,
Indiana site.  It also operates two satellite wagering facilities
in Evansville and Clarksville, Indiana.  Total revenue for 2010
was $270 million, representing an 8.7% increase in 2009.  The
casino captured 53% of the Indianapolis market share.

Indianapolis Downs was granted a permit to conduct a horse track
operation in Shelvyville, Indiana, in July 2001, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs, LLC, and subsidiary, Indianapolis Downs
Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011.

Indianapolis Downs estimated $500 million to $1 billion in assets
and up to $500 million in debt as of the Chapter 11 filing.
According to a court filing, the Debtor owes $98,125,000 on a
first lien debt.  It also owes $375,000,000 on secured notes and
$72,649,048 on subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors.  Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel.  Lazard Freres & Co. LLC is the
investment banker.  Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel.  FD U.S.
Communications, Inc., is the corporate communications consultant.
Epiq Bankruptcy Solutions is the claims and notice agent.


INDIANAPOLIS DOWNS: Taps Robert E. Neiman as Special Counsel
------------------------------------------------------------
Indianapolis Down, LLC, et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Robert E. Neiman, P.C., as special counsel, nunc pro tunc to the
Petition Date.

The Firm will:

     a. advise and counsel the Debtors in connection with general
        corporate matters, including, but not limited to,
        corporate, securities, financing, and transactional
        matters unrelated to the administration of the Chapter 11
        cases; and

     b. other corporate services as requested by the Debtors.

The Firm will bill the Debtor pursuant to the hourly rates of its
professionals:

        Robert E. Neiman               $700
        Shareholders                 $400-$700
        Of Counsel                   $400-$700
        Associated Lawyers           $400-$700

The Firm requested and received an advance retainer in the amount
of $100,000.  This amount has been applied prior to the Petition
Date in satisfaction of fees and expenses incurred by the Firm on
behalf of the Debtors.  The Firm will apply to the Court for
payment of compensation and reimbursement of expenses.

To the best of the Debtors' knowledge, the Firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                     About Indianapolis Downs

Indianapolis Downs, LLC, operates a "racino," which is a combined
race track and casino, at a state-of-the-art 283 acre Shelbyville,
Indiana site.  It also operates two satellite wagering facilities
in Evansville and Clarksville, Indiana.  Total revenue for 2010
was $270 million, representing an 8.7% increase in 2009.  The
casino captured 53% of the Indianapolis market share.

Indianapolis Downs was granted a permit to conduct a horse track
operation in Shelvyville, Indiana, in July 2001, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs, LLC, and subsidiary, Indianapolis Downs
Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011.

Indianapolis Downs estimated $500 million to $1 billion in assets
and up to $500 million in debt as of the Chapter 11 filing.
According to a court filing, the Debtor owes $98,125,000 on a
first lien debt.  It also owes $375,000,000 on secured notes and
$72,649,048 on subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors.  Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel.  Lazard Freres & Co. LLC is the
investment banker.  Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel.  Kobi Partners, LLC,
is the restructuring services provider.  FD U.S. Communications,
Inc., is the corporate communications consultant.  Epiq Bankruptcy
Solutions is the claims and notice agent.


INDIGO-ENERGY: Unable to File Form 10-K Due to Financial Woes
-------------------------------------------------------------
Indigo-Energy, Inc., previously notified the U.S. Securities and
Exchange Commission that it could not file its Annual Report on
Form 10-K for the fiscal year ended Dec. 31, 2010 within the time
prescribed.  The Company further stated that it expected to be
able to file the required Annual Report within the additional time
allowed.  On April 14, 2011, the Company informed the SEC that it
is unable to file its Annual Report within the extension period
due to financial constraints that prohibit the Company from
completing such Annual Report.

The Company is exerting every effort to obtain the necessary funds
required to enable it to file all required reports with the SEC,
including its Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2010.

                        About Indigo-Energy

Henderson, Nev.-based Indigo-Energy, Inc., is an independent
energy company, currently engaged in the exploration of natural
gas and oil.

The Company's balance sheet at Sept. 30, 2010, showed
$5.05 million in total assets, $11.35 million in total
liabilities, and a stockholders' deficit of $6.30 million.

Mark Bailey & Company, Ltd., in Reno, Nevada, expressed
substantial doubt about Indigo-Energy's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.


INTEGRA BANK: To Sell Integra Wealth Management & Trust Division
----------------------------------------------------------------
Integra Bank Corporation on April 11 unveiled the execution of a
definitive agreement with Old National Bancorp whereby Old
National will acquire Integra Wealth Management and Trust, a
division of Integra Bank.

ONTC will acquire the business for $1.25 million in cash.  Pending
the sale, ONTC has agreed to provide operational assistance to
Integra Bank in its wealth management and trust activities.

As a result of a Servicing Agreement between the two companies,
Old National Wealth Management client advisors will immediately
begin servicing Integra Wealth Management and Trust clients.  The
clients will have full access to Old National's investment and
trust experts.

This acquisition is subject to regulatory approval and
satisfaction of customary closing conditions and is anticipated to
close by July 1, 2011.

"Though disappointed to divest our wealth management and trust
business, we believe this represents the best solution for our
clients to ensure they continue to receive exceptional service and
investment advice," said Integra Bank Corporation Chairman & CEO
Mike Alley.  "The Servicing Agreement will allow a smooth and
timely transition as our two teams work together," Alley added.

On March 21, 2011, Integra Bank received a written notification
from the Nasdaq Stock Market that the Company is not in compliance
with minimum standards for shareholders' equity, as set forth in
Listing Rule 5550(b) for continued listing of the Company's common
stock on The Nasdaq Capital Market.  The notification has no
effect on the listing of the common stock on the Capital Market at
this time.

The Company has 45 calendar days, or until May 5, 2011, to submit
a plan to Nasdaq to regain compliance with the standard for
continued listing set forth in Listing Rule 5550(b).  If the
Compliance Plan is accepted by Nasdaq, the Company will receive an
extension of up to 180 days from March 21, 2011, or until
September 17, 2011, to evidence compliance.  If Nasdaq does not
accept the Compliance Plan, the Company may appeal the decision to
a Nasdaq Hearings Panel.

The Company is in the process of evaluating the content of the
Compliance Plan.  If the Compliance Plan is submitted, there can
be no assurance that Nasdaq will accept the Compliance Plan, that
the Company will receive an extension or that the Company will be
able to timely regain compliance with the minimum standards for
continued listing on the Capital Market.  In determining whether
to accept the Compliance Plan, Nasdaq will consider such things as
the likelihood that the plan will result in compliance with
Nasdaq's continued listing criteria, the Company's past compliance
history, the reasons for the Company's current non-compliance,
other corporate events that may occur within the review period,
such as the Company's overall financial condition and the
Company's public disclosures.

The Company is also currently not in compliance with Marketplace
Rule 5450(a)(1).  The Bid Price rule requires that the trading
price exceed $1.00 per share for a ten day period.  The Company
has until June 27, 2011 to regain compliance with this rule.

                           About Integra

Headquartered in Evansville, Indiana, Integra Bank Corporation
(Nasdaq:IBNK) -- http://www.integrabank.com/-- is the parent of
Integra Bank N.A.  As of Dec. 31, 2010, Integra Bank has $2.4
billion in total assets.  Integra Bank currently operates 52
banking centers and 100 ATMs at locations in Indiana, Kentucky,
and Illinois.

In Integra Bank's annual report on Form 10-K for the fiscal year
ended Dec. 31, 2010, Crowe Horwath LLP, in Louisville, Kentucky,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company's cumulative net loss to common shareholders from 2008
through 2010 exceeded $430 million and the Company has negative
shareholders' equity at Dec. 31, 2010.  "These results are
primarily due to asset impairments, particularly loans.  The
Company cannot currently generate sufficient revenue to support
its operating expenses and the Company's bank subsidiary has not
been able to achieve the capital levels required by regulatory
order.

As of Dec. 31, 2010, Integra Bank Corp. had $2.421 billion in
total assets, $2.440 billion in total liabilities, and a
stockholders' deficit of $18.8 million.


JNL Funding: Disclosure Statement Hearing Set for April 27
----------------------------------------------------------
Hon. Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York will convene a hearing on April 27, 2011, at
9:30 a.m., to consider approval of the disclosure statement
explaining the plan of reorganization jointly filed by JNL Funding
Corp. and Joseph G. Forgione.

Objections to the approval of the disclosure statement must be
made in writing and filed on or before April 20.

The disclosure statement explains the reorganization plan filed by
the Debtors, the consolidated official committee of unsecured
creditors and Textron Financial Corporation and TD Bank, N.A., fka
TB BankNorth, N.A.

The Plan provides that JNL will establish a liquidating trust.
According to papers filed with the court, the Plan offers general
unsecured creditors the opportunity to obtain approximately 10%
distribution of their allowed claims in installments over not more
than four years from the effective date of the Plan.  No
distribution would likely be available to unsecured creditors in a
Chapter 7 liquidation of JNL, and a distribution substantially
less than that proposed in the Plan would be likely to unsecured
creditors in a Chapter 7 liquidation of Forgione.  The Plan,
papers said, avoids significant potential litigation against many
of the unsecured creditors.

A copy of the Disclosure Statement filed March 18 is available
at http://bankrupt.com/misc/JNLFUNDING_DS.pdf

                     About JNL Funding

JNL Funding Corp. is a specialized real estate finance company
which originates and invests in a diversified portfolio of first
mortgage assets in the residential real estate market.  JNL is a
"hard money" lender investing primarily in real estate related
first mortgages and construction loans, making loans secured by
first priority mortgages primarily on single family and multi-
family residential real properties.  JNL's loans typically are
made to real estate investors seeking to purchase and renovate
properties for investment purposes.  Most of JNL's loans are made
to repeat customers who have multiple loans from JNL at any given
time.  JNL's recent loans typically bear interest at the rate of
14% per annum, and JNL typically receives four (4.0) percentage
points for originating the loan.

JNL Funding filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 10-73724) on May 14, 2010.  Pryor & Mandelup,
LLP, assists the Debtor in its restructuring effort.  The Company
estimated its assets and debts at $50 million to $100 million as
of the Chapter 11 filing.  JNL also disclosed that its combined
general unsecured debts total $19,509,090, for total debts of
$50,677,195.

On June 8, 2010, the United States Trustee appointed an Official
Committee of Unsecured Creditors.

The Court approved the Joint Administration of JNL's case and
Joseph Forgione's case (Bankr. E.D.N.Y. Case No. 10-73726) on
October 27, 2010.  Mr. Forgione filed for bankruptcy on May 14,
2010.  On Oct. 28, 2010, the U.S. Trustee appointed a creditors
committee in the jointly administered cases.

Counsel for the Committee is:

          Richard G. Gertler, Esq.
          THALER & GERTLER LLP
          90 Merrick Avenue, Suite 400
          East Meadow, NY 11554
          Telephone: 516-228-3553

Counsel for secured lender Textron Financial Corp.:

          Steven E. Fox, Esq.
          EPSTEIN BECKER & GREEN P.C.
          250 Park Avenue, 11th Flr
          New York, NY 10177-121
          Telephone: 212-351-3733
          Facsimile: 212-878-8688
          E-mail: SFox@ebglaw.com


JOHNSON BROADCASTING: Court Confirms Chap. 11 Reorganization Plan
-----------------------------------------------------------------
Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, confirmed on April 11 the
Chapter 11 plan of reorganization filed by Johnson Broadcasting,
Inc. and its debtor affiliates.

The Plan provides for the waterfall distribution of the sale
proceeds from the sale of assets of JBI and JBD.  The Debtors
reserve their right to take any necessary actions, seeking to pay
in full secured claims attaching to the property immediately after
the closing of the sale without the necessity of confirmation of
the Plan or the conclusion of any other pending or proposed sales
of the Debtors' assets.

Each holder of an allowed general unsecured claim will receive its
pro rate share up to the allowed amount of the claimant's allowed
claim.

All distributions under the Plan will be made by the Plan agent.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/JohnsonBroadcasting_DS.pdf

A full-text copy of the Confirmation Order is available for free
at http://ResearchArchives.com/t/s?75ab

                    About Johnson Broadcasting

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Closely held Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. filed separate petitions for Chapter
11 relief on October 13, 2008 (Bankr. S.D. Texas Case No. 08-36583
and 08-36585, respectively).  Johnson sought Chapter 11 protection
in October 2008 when the lessor of equipment sought to foreclose.
The controlling shareholder, Douglas R. Johnson, also filed in
Chapter 11 (Bankr. S.D Tex. Case No. 08-35584).

John James Sparacino, Esq., Joseph Peak Rovira, Esq., and Timothy
Alvin Davidson, II, Esq., at Andrews and Kurth, serve as counsel
to the Debtors.  In its schedules, Johnson Broadcasting Inc.
listed total assets of $7,759,501 and total debts of $14,232,988.


KH FUNDING: Committee Seeks to Retain BDO as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of KH Funding Co.
seeks the U.S. Bankruptcy Court for the District of Maryland's
permission to retain BDO Consulting, a division of BDO USA, LLP,
as its financial advisor, nunc pro tunc to Feb. 7, 2011.

As the Committee's financial advisor, BDO will:

   (a) analyze the financial operations of the Debtor, as
       necessary;

   (b) analyze the financial ramifications of any proposed
       transactions for which the Debtor seeks Bankruptcy Court
       approval including, but not limited to, postpetition
       financing, sale of all or a portion of the Debtor's assets,
       critical vendor payments, retention of management or
       employee incentive and severance plans;

   (c) conduct any requested financial analysis including
       verifying the material assets and liabilities of the
       Debtor, as necessary, and their values;

   (d) assist the Committee in its review of monthly statements
       of operations submitted by the Debtor;

   (e) perform claims analysis for the Committee;

   (f) assist the Committee in its evaluation of cash flow or
       other projections prepared by the Debtor;

   (g) scrutinize cash disbursements on an on-going basis for the
       period subsequent to the commencement of this Chapter 11
       case;

   (h) perform forensic investigating services, as requested by
       the Committee and counsel, regarding prepetition activities
       of the Debtor in order to identify potential causes of
       action, including investigating intercompany transfers,
       improvements in position, and fraudulent transfers;

   (i) analyze transactions with insiders, related or
       affiliated companies;

   (j) analyze transactions with the Debtor's financing
       institutions;

   (k) attend meetings of creditors and conference with
       representatives of the creditor groups and their counsel;

   (l) attend any auctions of the Debtor's assets;

   (m) assist the Committee in its review of the financial aspects
       of a plan of reorganization or liquidation submitted by the
       Debtor and perform any related analyses, specifically
       including liquidation analyses and feasibility analyses and
       evaluate best exit strategy;

   (n) assist counsel in preparing for any depositions and
       testimony, as well as prepare for and provide expert
       testimony at depositions and court hearings, as requested;
       and

   (o) perform other necessary services as the Committee or the
       Committee's counsel may request from time to time with
       respect to the financial, business and economic issues that
       may arise.

BDO will be paid according to its professionals' customary hourly
rates:

          Title                                 Rate per Hour
          -----                                 -------------
          Partners/Managing Directors            $475 to $795
          Directors & Sr. Managers               $375 to $525
          Managers                               $325 to $425

          Seniors                                $200 to $350
          Staff                                  $150 to $225

The hourly rates of the primary people assigned to the Chapter 11
Case are:

    Name                     Title            Rate Per Hour
    ----                     -----            -------------
    David Berliner           Partner               $650
    Michele Michaelis        Director              $475
    Marissa Herrmann         Staff                 $180

BDO will also be reimbursed for expenses it incurred or will
incurred.

Mr. Berliner -- dberliner@bdo.com -- relates that BDO is a
"disinterested person," as the term is defined in Section 1103(b),
of the Bankruptcy Code.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com--
at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel.
W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Debtor's Official
Committee of Unsecured Creditors.  The Debtor estimated its assets
and debts at $10 million to $50 million.


KH FUNDING: Has Until July 1 to Decide on Colewood Lease
--------------------------------------------------------
At KH Funding Company's request, Judge Thomas J. Catliota of the
U.S. Bankruptcy Court for the District of Maryland extended the
time by which the Debtor will assume or reject a lease agreement
entered with Colewood Centre SS, LLC, through and including
July 1, 2011.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com--
at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel.
W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Debtor's Official
Committee of Unsecured Creditors.  The Debtor estimated its assets
and debts at $10 million to $50 million.


KH FUNDING: Obtains Approval to Sell Snider Lane Property
---------------------------------------------------------
KH Funding Company sought and obtained permission from Judge
Thomas Catliota of the U.S. Bankruptcy Court for the District of
Maryland to sell an improved residential real property located at
821 Snider Lane, Silver Spring, Maryland, free and clear of liens.

The proceeds from the sale of the Property may be used to pay the
costs of sale; any surplus proceeds will be remitted to the Debtor
and held in a segregated account established by the Debtor, which
surplus proceeds will not be used for any of the Debtor's cost of
operations, including, but not limited to, salary or compensation
expenses, until the time as the Debtor and Official Committee of
Unsecured Creditors agree, or the Court orders, otherwise.

The bankruptcy judge ruled that any interests to the Property as
of the entry of this sale order will continue to attach to the
proceeds of the sale and will have the same validity and priority
as those Interests had in the Property before entry of the sale
order.

All recorded liens against the Property must be satisfied at
closing unless the lienholder agrees otherwise in writing.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com--
at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel.
W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Debtor's Official
Committee of Unsecured Creditors.  The Debtor estimated its assets
and debts at $10 million to $50 million.


L & T MACHINING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: L & T Machining Inc.
        1827 S. Leonine Street
        Wichita, KS 67213-1313

Bankruptcy Case No.: 11-11045

Chapter 11 Petition Date: April 15, 2011

Court: U.S. Bankruptcy Court
       District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: David P. Eron, Esq.
                  ERON LAW OFFICE, P.A.
                  229 E. William, Suite 100
                  Wichita, KS 67202
                  Tel: (316) 262-5500
                  Fax: (316) 262-5559
                  E-mail: david@eronlaw.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ksb11-11045.pdf

The petition was signed by Michael V. Liu, president.


LA JOLLA PHARMACEUTICAL: Incurs $3.76 Million Net Loss in 2010
--------------------------------------------------------------
La Jolla Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $3.76 million on $0 of revenue from collaboration
agreement for the year ended Dec. 31, 2010, compared with a net
loss of $8.63 million on $8.12 million of revenue from
collaboration agreement during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $6.93 million
in total current assets, $6.40 million in total current
liabilities $47,000 in Series C-1 redeemable convertible preferred
stock, and $482,000 in total stockholders' equity.

BDO USA, LLP, in San Diego, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has suffered recurring losses from
operations, an accumulated deficit of $428 million as of Dec. 31,
2010 and has no current source of revenues.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/40LCBl

                  About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.


LACK'S STORES: Gets Okay of Victoria Property Sale for $2.2MM
-------------------------------------------------------------
Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas approved Lack's Stores, Incorporated and its
debtor affiliates' sale of a real property located at 5802 North
Navarro, Victoria, Texas 77904, free and clear of all liens, to
Tim LaQuay and Linda LaQuay for $2,210,000.

Before the sale hearing held on April 6, 2011, the LaQuays offered
and Lack Properties, Inc. accepted, subject to Court approval, an
offer to purchase the Property for $2,210,000.  No other Qualified
Bids were received by the Debtors.

The terms of the sale of the Property to the Buyer are set forth
in a purchase and sale agreement, as amended on February 21, and
March 17, 2011.

The proceeds will be paid to Lack Properties as set forth in the
Agreement, and Lack Properties is authorized to (i) pay all
closing costs and prorated taxes owing on the Property to
consummate the sale and (b) pay a commission of 2.5% of the
Purchase Price to DJM Realty Services, LLC and a commission of
2.5% of the Purchase Price to Russell Cain.

The bankruptcy judge acknowledged that a lease contract between
Lack's Stores, Incorporated, as tenant, and Lack Properties, as
landlord is terminated as of the effective date.  Any and all
claims by and between the Debtors' estates related to termination
or rejection of the Lease are preserved and will be determined
upon further order of the Court.

On the Effective Date, all creditors holding an interest against
the Property are authorized to execute documents and take all
other actions as may be necessary to release their interests in
the Property, if any, as those Interests may have been recorded or
may otherwise exist.

                        About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 10-60149) on Nov. 16,
2010.  The Debtor disclosed $182,023,008 in assets and
$136,813,103 in liabilities as of the Chapter 11 filing.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel
to the Debtor.  Huron Consulting Group, Inc., is the financial
advisor.

The Official Committee of Unsecured Creditors formed in the
Chapter 11 case has tapped Platzer, Swergold, Karlin, Levine,
Goldberg & Jaslow, LLP, as bankruptcy counsel; Strong Pipkin
Bissell & Ledyard, L.L.P., as local counsel; and The Conway Mac
Kenzie, Inc., is the financial advisor.


LAS VEGAS MONORAIL: Disclosure Statement Hearing Moved to May 25
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Las Vegas continued
to May 25, 2011 at 9:30 a.m. the hearing to consider adequacy of
the information contained in the Disclosure Statement accompanying
the Plan of Reorganization filed by Las Vegas Monorail Company.

The Disclosure Statement hearing was set for April 11, 2011, but
was further continued upon Court approval of an agreement among
the Debtor, Wells Fargo Bank, U.S. Bank National Association as
co-trustee and successor trustee for the 2nd Tier Bondholders, the
Director of the State of Nevada Department of Business and
Industry, Ambac Assurance Corporation and its Segregated Account,
and Bombadier Transportation Holdings USA, Inc.

Oppositions to the Disclosure Statement must be filed on or before
May 11, 2011.  Any replies must filed be filed on or before
May 18, 2011.

                          Plan Terms

LVMC's Disclosure Statement relates that the primary objective of
the reorganization and restructuring under the Plan is to maximize
returns to those creditors entitled to recoveries from the estate.
The Debtor desires to achieve this objective through an
expeditious restructuring of, among other things, a Financing
Agreement, a 1st Tier Note, and certain other debt obligations of
the Debtor and other actions.

The Plan classifies claims filed against the Debtor in nine
classes:

Class  Description                        Estimated Amount
-----  -----------                        ----------------
  1     Other Priority Claims                        $1,806
  2     Other Secured Claims                         $1,700
  3     General Unsecured Claims         $5,000 to $175,000
  4     1st Tier Bond Secured Claims             $7,500,000
  5     1st Tier Bond Unsecured Claims         $445,000,000
  6     2nd Tier Bond Claims                   $158,749,493
  7     3rd Tier Bond Claims                    $48,500,000
  8     Director Claims                                  $0
  9     Subordinated Claims                              $0

Classes 1 and 2 are unimpaired and are deemed to accept the Plan,
while Classes 3, 4, 5, 6, 7, 8 and 9 are impaired.   Classes 3, 4,
5, 8 are entitled to vote on the Plan while Classes 6, 7, 9,
because they are deemed to reject the Plan, are not voting.

Class 1 claims will be paid in full in cash.

Class 2 claims will be paid in full in cash or otherwise left
unimpaired.

Class 3 claims will be paid a pro rata share of $175,000.

Class 4 claims will be entitled to amended and restated 1st Tier
Note for $7,500,000 to be delivered to the Director.

Class 5 claims will be entitled to an additional payment
obligation note for $11,000,000 to be delivered to the Director.

Class 6 claims will not any receive distribution and will be
subordinated to payment in full of 1st Tier Bond Claims.

Class 7 claims will not any receive distribution and will be
subordinated to payment in full of 1st Tier Bond Claims and 2nd
Tier Bond Claims.

Class 8 claims will participate in 1st Tier Bond Claims as
provided for in the Amended and Restated Financing Agreement and
1st and 2nd Tier Indenture.

Class 9 will receive no distribution.

On and after the Plan Effective Date, Reorganized LVMC will
continue to be managed by the existing managers, officers, and
directors under their existing employment agreements, if any,
and otherwise according to the terms and conditions that existed
on the date of the filing of the Plan, unless otherwise disclosed.

Reorganized LVMC will be responsible for the payment of all
Allowed Claims to be paid pursuant to the Plan which are not paid
on or before the Effective Date, as well as all Allowed
Claims, including Taxes and Professional Fees, incurred by the
Debtor and in operating its business and complying with the Plan
up to and including the Effective Date, whether due and payable
before or after the Effective Date.  Reorganized LVMC is
authorized without further order of the Bankruptcy Court to obtain
and effectuate the Working Capital Loan as the board of directors
of Reorganized LVMC determines in its business judgment.

On and after the Plan Effective Date, the initial board of
directors of Reorganized LVMC will be comprised of the five
individuals serving on the board of directors on the Confirmation
Date.  Thereafter, members of the board of directors will be
selected pursuant to Reorganized LVMC Organizational Documents.
The initial officers will be comprised of the individuals employed
as officers on the Confirmation Date.  The Debtor will disclose,
at or prior to the Confirmation Hearing, the identity of the
individuals.

                  Conditions to Effectiveness

Conditions precedent to the occurrence of the Plan Effective Date
are:

   (a) The Confirmation Order will be a Final Order;

   (b) No request for revocation of the Confirmation Order under
       Section 1144 of the Bankruptcy Code have been made, or, if
       made, will remain pending, including any appeal;

   (c) All documents necessary to implement the transactions
       contemplated by the Plan will be in form and substance
       reasonably acceptable to the Debtor and the Director; and

   (d) Sufficient Cash and other Assets will be set aside,
       reserved and withheld by the Debtor to make the
       distributions required to be paid on the Effective Date or
       within 60 days thereafter by the Bankruptcy Code and the
       Plan.

As of the Plan Effective Date, Reorganized LVMC will obtain
sufficient tail coverage under a directors' and officers'
liability insurance policy for the directors and officers of
the Debtor and Reorganized LVMC, as applicable for a period
of six years.  The Debtor will assume and, if applicable, assign
to Reorganized LVMC all of the D&O Liability Insurance Policies
pursuant to Section 365(a) of the Bankruptcy Code as of
the Effective Date.  Entry of the Confirmation Order will
constitute approval by the Bankruptcy Court of the Debtor's
assumption and assignment by the Debtor to Reorganized LVMC of
each of the D&O Liability Insurance Policies.  Notwithstanding
anything to the contrary contained in the Plan, Confirmation of
the Plan will not discharge, impair or otherwise modify any
indemnity obligations assumed by the assumption of the D&O
Liability Insurance Policies, and each indemnity obligation will
be deemed and treated as an Executory Contract that has been
assumed by the Debtor and assigned to Reorganized LVMC under the
Plan as to which no proof of Claim need be filed.

LVMC's Projected Financial Statements demonstrate that the Debtor
is capable of satisfying the obligations proposed under the Plan,
including the payment of amounts due under the Amended and
Restated 1st Tier Note and the Additional Payment Obligation Note.
The Plan further notes that, as can be seen from the Debtors'
filed monthly financial reports, the Debtor has generally
generated revenues and incurred expenses as anticipated.  As such,
the Debtor is capable of meeting all Cash demands under the Plan.

                      Liquidation Analysis

According to the Plan, the Debtor has determined that in a
liquidation under Chapter 7 of the Bankruptcy Code, the recoveries
for each Class of Claims would vary, but would not exceed the
projected recoveries under the Plan.

Specifically, the Liquidation Analysis estimates proceeds of
$12,925,000 would be available to Creditors in the event of
liquidation of the Debtor under Chapter 7, which, but for an
insignificant portion to be distributed to Holders of Allowed
General Unsecured Claims, would primarily be distributed to the
Director and the Director's assignee, the 1st Tier Trustee, in
full and final satisfaction of Claims arising under the Financing
Agreement and 1st Tier Note.

Under the Plan, however, the Director and the 1st Tier Trustee
will receive in full and final satisfaction of the Secured Claim
portion of the Claims arising under the Financing Agreement and
1st Tier Note the Amended and Restated 1st Tier Note for
$7,500,000, and will receive in full and final satisfaction of the
Unsecured Claim portion of the Claims arising under the Financing
Agreement and 1st Tier Note the Additional Payment Obligation Note
for $11,000,000.  Therefore, Holders of Class 4 and Class 5 Claims
will receive the same or better treatment under the Plan than they
would in a Chapter 7 liquidation.

Likewise, under the Plan, Holders of Class 3 General Unsecured
Claims will receive a distribution of 80%, up to a total of
$175,000 in payment of approximately $150,000 - $175,000
in total Class 3 Claims (excluding damages from Debtor's rejection
of Executory Contracts and Unexpired Leases and Disputed personal
injury claims), where in a liquidation, the Creditors would
receive an insignificant distribution.  The Class 8 Holder of
Director Claims will participate in the distributions to Holders
of Class 4 Claims and Class 5 Claims as provided for
in the Amended and Restated Financing Agreement and the 1st and
2nd Tier Indenture, and therefore will also receive better
treatment under the Plan than in a Chapter 7 liquidation.
Classes 6, 7, and 9 would receive nothing in the event of
distribution under either a Chapter 7 liquidation or the Plan,
and, therefore, would not receive more in liquidation than under
the Plan.

                    About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company disclosed $395,959,764 in
assets and $769,515,450 in liabilities as of the Petition Date.

In May 2010, Ambac Assurance Corp. lost its bid to stay the
bankruptcy case while a district court considers whether the
bankruptcy court wrongly rejected Ambac's argument that Monorail
was a municipality and thus ineligible to be a Chapter 11 debtor.


LEHMAN BROTHERS: Paulson to Present Rival Plan at June 28 Hearing
-----------------------------------------------------------------
A group of Lehman Brothers Holdings Inc. creditors led by Paulson
& Co. and the California Public Employees Retirement System
obtained approval from Judge James Peck of the U.S. Bankruptcy
Court for the Southern District of New York to present its
proposed Chapter 11 plan of reorganization for Lehman Brothers
Holdings Inc. and its debtor affiliates at the June 28, 2011
hearing, along with the reorganization plan proposed by the
Debtors.

Judge Peck said LBHI and the creditors reached an agreement
allowing the two competing plans to be considered at the June 28
hearing, Bloomberg News reported on April 13.

LBHI, however, said it might still argue that its own plan should
be the first to be voted on by creditors.  The company said it
was willing to put competing plans on the same timeline but never
agreed to waive objections to the ultimate approval process,
according to a report by Reuters.

LBHI previously opposed the Paulson-led group's effort to proceed
on the same timeline, saying its own proposal should have primacy
over the group's "parochial" interests, Bloomberg News reported.

The company's initial move previously drew flak from various
groups including creditors of LBHI's operating companies.

The creditors, which include Goldman Sachs Bank USA, said the
restructuring plan proposed by LBHI is "highly unlikely" to win
court approval.  They pointed out that the plan contains "gifts"
that favor LBHI's senior bondholders which have not been approved
by other creditors.

"It would be particularly un-expeditious and uneconomical to give
the plan and disclosure statement undue priority when there are
likely to be significant issues raised with respect to the
confirmability of the plan," the creditors said in a court
filing.

The Paulson-led group is the only creditor group so far to offer
a competing plan but a handful of banks Morgan Stanley have
indicated they may propose a third plan.

Previously, the ad hoc group of creditors led by Paulson and
another group of Lehman creditors, which include a group of
companies led by Morgan Stanley Capital Services Inc., filed
papers calling for rival plans to be considered along the same
timeline as LBHI's plan.

The joint administrators of Lehman Brothers International
(Europe) and its affiliates told the Court that they support the
Official Committee of Unsecured Creditors' argument that
alternative disclosure statements should be considered
concurrently with the disclosure statement filed by the Debtors.
The UK Administrators also agreed that the issue of sequencing
the solicitation process with respect to competing disclosure
statements is not currently ripe and should be raised in
connection with the June 28 disclosure statement hearing.

Several holders of notes issued by Lehman Brothers Treasury,
B.V., and guaranteed by LBHI, also said they support the Ad Hoc
Group's request.  State Street Bank also submitted a statement
with the court supporting that request.

To get a hearing alongside Lehman, rival plans must be filed in
court by April 29, according to Paulson-CalPERs, Bloomberg said.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Defends Plan Confirmation Discovery Process
------------------------------------------------------------
Lehman Brothers Holdings Inc. has asked Judge James Peck to
overrule unresolved objections to the proposed discovery
procedures for lack of merit.

In court papers, LBHI criticized in particular an objection
raised by creditors that the proposed order approving the
discovery procedures provides the company and its affiliated
debtors with "unfair advantage."

LBHI's lawyer, Irwin Warren, Esq., at Weil Gotshal & Manges LLP,
in New York, said the proposed order has been revised to put all
participants in the discovery process on equal footing.

"To the extent that any of these processes appear to benefit the
Debtors, they are necessary as a practical matter," Mr. Warren
said, pointing out that most discovery requests will be directed
at the Debtors and most of the material to be collected will be
produced by them.

In response to an objection to the Debtors' coordinating role in
the discovery, Mr. Warren said it is ministerial and only serves
to streamline the process and reduce the number of requests to be
received by those who will be subjected to discovery.

A copy of the revised proposed order approving the discovery
procedures is available without charge at:

  http://bankrupt.com/misc/LBHI_RevPropOrderPlanDiscovery.pdf

The Official Committee of Unsecured Creditors expressed support
for the approval of the proposed discovery process, saying it
would allow anyone to access the information necessary to
evaluate LBHI's proposed restructuring plan or any other Chapter
11 plans filed.

Meanwhile, Deutsche Bundesbank and a group of investment funds
led by LibertyView Credit Opportunities Fund L.P., filed court
papers calling for further revision of the proposed order and
asking the Court to fix the proposed procedures to allow equal
treatment of participants in the discovery process.

        LBI Trustee Asks Court to Deny Newport Objection

In a related development, Lehman Brothers Inc.'s trustee asked
the Court to deny the request of a group of funds led by Newport
Global Advisors LP to strike a provision in the proposed order,
which requires participants to direct their requests to the
Debtors for access to documents kept by both the trustee and the
Debtors.

"This request would only add to the burdens on both the Debtors
and the LBI estate with no discernable benefit," said the
trustee's lawyer, James Kobak, Esq., at Hughes Hubbard & Reed
LLP, in New York.

Mr. Kobak further said the provision serves as a "further
safeguard against using discovery ostensibly directed to plan
issues as a backdoor method for obtaining discovery for different
purposes for the separate SIPA proceeding."

The Court will hold a hearing on April 13, 2011, to consider
approval of the proposed discovery process.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Barclays Seeks to Confirm Brokerage Assets' Value
------------------------------------------------------------------
Barclays Plc has been trying for seven weeks to confirm how much
it owes or is owed on the deal transferring ownership of Lehman
Brothers Holdings Inc.'s North American brokerage assets to the
U.K. company, Linda Sandler at Bloomberg News reported on April
13 citing a person familiar with the case.

Judge Peck, in February, granted Barclays at least $800 million
of Lehman "clearance box" assets, which are certain assets held
to clear trades.  Judge Peck also ordered Barclays to return any
cash it took to James Giddens, the trustee liquidating the
remnants of the brokerage, Lehman Brothers Inc., and for now give
up its claim to other brokerage assets, the report noted.

The LBI Trustee has said in February that he took Judge Peck's
ruling to mean that he had won $4.8 billion in assets from
Barclays, Bloomberg recalled.

Judge Peck, the report noted, in his ruling said Barclays should
get no cash at all from the deal and denied its claim to margin
accounts and other assets.  The judge did not define "cash" nor
specify the dollar value of some of the assets, the report
further noted.

In a hearing held April 12, Judge Peck, after expelling reporters
from court, told Barclays to work with the LBI Trustee to obtain
documentation on how much money is in the accounts, said the
person, who declined to be named because the conference was
private, Bloomberg related.

A hearing was set for May 9, the person said, according to
Bloomberg.

The person familiar with the case, according to Bloomberg, said,
Barclays is preparing to challenge the LBI Trustee's
interpretation of Judge Peck's ruling and Barclays has asked the
trustee to document whether margin assets are worth $4.8 billion
or some other sum of money.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LENNY DYKSTRA: Faces Fed Suit Over Embezzlement
-----------------------------------------------
Devlin Barrett, writing for The Wall Street Journal's Metropolis,
reports that Lenny Dykstra has been charged with embezzling from
his bankruptcy estate.  According to the report, a lawyer hired by
the bankruptcy trustee estimated that Mr. Dykstra sold or
destroyed more than $400,000 worth of items from his California
mansion and other properties after he filed for bankruptcy in
2009, federal officials said Friday.

The report notes local authorities arrested Mr. Dykstra on
Thursday for unrelated grand theft charges surrounding what
officials say were fraudulent purchases of cars.  Mr. Dykstra is
in jail on $500,000 bail in that case, and a lawyer for him could
not be located.

                        About Lenny Dykstra

Lenny Dykstra is a former Major League Baseball all-star player.
He was center fielder for the New York Mets and Philadelphia
Phillies.  He filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills,
California.  The Law Office of M. Jonathan Hayes, in Northridge,
California, represents the Debtor.  The Debtor estimated up to
$50,000 in assets and $10 million to $50 million in debts in his
Chapter 11 petition.

A Chapter 11 trustee was appointed in September 2009, and the case
was converted to a liquidation in Chapter 7 on November 20, 2009.
The trustee -- Arturo M. Cisneros -- was investigating the
disposition of personal property both before and after the Chapter
11 filing.

In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee
following issues with his failing to disclose the extent of his
business with J.P. Morgan Chase & Co., which happens to be largest
creditor in Mr. Dykstra's case.


LEVEL 3 COMMS: Inks Agreement & Plan of Amalgamation With Global
----------------------------------------------------------------
Level 3 Communications, Inc., entered into an Agreement and Plan
of Amalgamation with Apollo Amalgamation Sub, Ltd., a Bermuda
exempted limited liability company and a direct wholly owned
subsidiary of the Company, and Global Crossing Limited.

The Amalgamation Agreement provides that, among other things and
subject to the satisfaction of certain closing conditions,
Amalgamation Sub and Global Crossing will amalgamate pursuant to
Bermuda law and continue as a Bermuda exempted limited liability
company.  As a result of the Amalgamation, (i) each issued and
outstanding common share of Global Crossing, par value $0.01 per
share, other than dissenting shares or shares held by Level 3 or
Global Crossing, will be exchanged for 16 shares of the Company's
common stock, par value $0.01 per share, including the associated
rights under the Rights Agreement and (ii) each issued and
outstanding share of Global Crossing's convertible preferred
stock, par value $0.10 per share, will be exchanged for the
Amalgamation Consideration, plus an amount equal to the aggregate
accrued and unpaid dividends thereon.  The Amalgamation Agreement
also provides that the (i) issued and outstanding options to
purchase Global Crossing Common Stock will be exchanged into
options to purchase Company Common Stock and (ii) issued and
outstanding restricted stock units covering Global Crossing Common
Stock will, to the extent applicable in accordance with their
terms, vest and settle for Company Common Stock.

The Amalgamation is intended to qualify as a tax-free
reorganization for U.S. federal income tax purposes.

The Amalgamation Agreement contains customary representations and
warranties, including, among others, (i) representations and
warranties by Global Crossing regarding Global Crossing's
corporate organization and capitalization, the accuracy of Global
Crossing's reports and financial statements filed under the
Securities Exchange Act of 1934, as amended, and the absence of
certain changes or events relative to Global Crossing and its
subsidiaries since Dec. 31, 2010 and (ii) representations and
warranties by the Company and Amalgamation Sub regarding their
corporate organization, the Company's capitalization, the accuracy
of the Company's reports and financial statements filed under the
Exchange Act and the absence of certain changes or events relative
to the Company and its subsidiaries since Dec. 31, 2010.

The Amalgamation Agreement contains customary covenants,
including, among others, agreements by each of Global Crossing and
the Company (i) to continue conducting its respective businesses
in the ordinary course, consistent with past practice and in
compliance with applicable law during the interim period between
the execution of the Amalgamation Agreement and consummation of
the Amalgamation, (ii) not to engage in certain specified kinds of
transactions during that period and (iii) to hold a meeting of its
stockholders to vote upon, in the case of Global Crossing's
shareholders, the approval and adoption of the Amalgamation, and,
in the case of the Company's stockholders, the approval of both
the issuance of the Amalgamation Consideration and the adoption of
an amendment to Level 3's Amended and Restated Certificate of
Incorporation increasing the number of authorized shares of
Company Common Stock.  In addition, each of Global Crossing and
the Company has agreed that, subject to certain exceptions, its
board of directors will recommend the approval and adoption of the
Amalgamation, and the approval of each of the issuance of the
Amalgamation Consideration and the adoption of the Level 3 Charter
Amendment, by its stockholders. Global Crossing and the Company
have also made certain additional customary covenants, including,
among others, not to (i) solicit or knowingly encourage inquiries
or proposals relating to alternative business combination
transactions or (ii) subject to certain exceptions, engage in
discussions or negotiations regarding, or provide any non-public
information in connection with, alternative business combination
transactions.

The closing of the Amalgamation is subject to certain conditions,
including (i) the approval and adoption of the Amalgamation by
Global Crossing's shareholders, (ii) the approval of issuance of
the Amalgamation Consideration and the adoption of the Level 3
Charter Amendment by Level 3's stockholders, (iii) the expiration
or termination of applicable waiting periods under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and applicable antitrust
laws in certain other jurisdictions, (iv) receipt of certain
regulatory and governmental approvals, (v) there being no material
adverse effect on the Company or Global Crossing prior to the
closing of the Amalgamation and (vi) other customary conditions.

Either Global Crossing or the Company may terminate the
Amalgamation Agreement if, among certain other circumstances, (i)
the Amalgamation has not become effective on or before April 10,
2012 or (ii) Global Crossing's shareholders fail to approve the
Amalgamation or Level 3's stockholders fail to approve the
issuance of the Amalgamation Consideration or the adoption of the
Level 3 Charter Amendment.  In addition, Global Crossing may
terminate the Amalgamation Agreement under certain other
circumstances, including: (a) to allow Global Crossing to enter
into a definitive agreement for an alternative business
combination transaction that constitutes a "superior proposal,"
(b) if the Company's board of directors withdraws or adversely
changes its approval or recommendation of the issuance of the
Amalgamation Consideration or the adoption of the Level 3 Charter
Amendment, (c) if Level 3 fails to obtain the proceeds sufficient
to consummate the Amalgamation and repay the debt of Global
Crossing required to be repaid as a result of the Amalgamation
after the completion of a marketing period or (d) if the Company
materially breaches its obligation not to solicit alternative
transactions or engage in negotiations in connection therewith, or
materially breaches the Amalgamation Agreement such that the
conditions to closing would not be satisfied.  The Company may
terminate the Amalgamation Agreement under certain other
circumstances, including: (a) to allow the Company to enter into a
definitive agreement for an alternative business combination
transaction that constitutes a "superior proposal," (b) Global
Crossing's board of directors withdraws or adversely changes its
approval or recommendation of the Amalgamation, (c) if Level 3
fails to obtain the proceeds sufficient to consummate the
Amalgamation and repay the debt of Global Crossing required to be
repaid as a result of the Amalgamation after the completion of a
marketing period or (d) if Global Crossing materially breaches its
obligation not to solicit alternative transactions or engage in
negotiations in connection therewith, or materially breaches the
Amalgamation Agreement such that the conditions to closing would
not be satisfied.

The Amalgamation Agreement also provides that (i) upon termination
under specified circumstances, including, among others, a change
in the recommendation of Global Crossing's board of directors or
termination of the Amalgamation Agreement by Global Crossing to
enter into definitive agreement for an alternative business
combination transaction that constitutes a "superior proposal,"
Global Crossing would be required to pay to Level 3 a termination
fee of $50 million and certain expenses incurred by Level 3 in
pursuing the Amalgamation, including the Financing Expenses, and
(ii) upon termination under specified circumstances, including,
among others, a change in the recommendation of Level 3's board of
directors or termination of the Amalgamation Agreement by Level 3
to enter into a definitive agreement for an alternative business
combination transaction that constitutes a "superior proposal,"
Level 3 would be required to pay Global Crossing a termination fee
of $70 million and certain expenses incurred by Global Crossing in
pursuing the Amalgamation.

Level 3 would be obligated to pay to Global Crossing a termination
fee of $70 million, less 50% of certain unreimbursed expenses
incurred by Level 3 in pursuing the financing, including
commitment and other upfront fees, if all the conditions to
closing have been met and the Amalgamation is not consummated
because of Level 3's failure to obtain proceeds from the Lenders
sufficient to consummate the Amalgamation and refinance Global
Crossing's debt at the closing of the transaction.  However, if
the failure to obtain such proceeds is due to Level 3's willful
and material breach of its obligations to obtain financing, Level
3 would be obligated to pay to Global Crossing a termination fee
of $120 million.  If the failure to obtain such proceeds is due to
the Lenders' willful and material breach of their obligations
under the Commitment Letter or the definitive financing documents,
Level 3 would be obligated to pay to Global Crossing the Financing
Fee, less, in certain circumstances, 50% of the Financing
Expenses; provided, that Level 3 would be required to pay to
Global Crossing any amounts received from the Lenders arising from
the resolution of claims against the Lenders in excess of the
Financing Fee, up to an amount equal to the Supplemental Financing
Fee, less, in certain circumstances, 50% of the Financing
Expenses.

                         Voting Agreement

In connection with the Amalgamation Agreement, on April 10, 2011,
Global Crossing's controlling shareholder, STT Crossing Ltd.,
entered into a Voting Agreement with the Company, pursuant to
which it agreed, among other things, (i) subject to certain
limited exceptions as set forth in the Voting Agreement, to vote
the Global Crossing Common Stock and the Global Crossing
Convertible Preferred Stock held by it in favor of the approval
and adoption of the Amalgamation and (ii) to restrict its ability
to transfer, sell or otherwise dispose of, grant proxy to or
permit the pledge of or any other encumbrance on such Global
Crossing Common Stock or Global Crossing Convertible Preferred
Stock.  Pursuant to the Voting Agreement, STT and the Company have
agreed upon the types of actions STT would be required to take,
and the types of actions STT would not be required to take, in
connection with obtaining regulatory and governmental approvals
required under the Amalgamation Agreement.  In the event that the
Amalgamation Agreement is terminated, the Voting Agreement will
also terminate.

As of April 11, 2011, STT beneficially owns shares of Global
Crossing Common Stock and Global Crossing Convertible Preferred
Stock which, in the aggregate, represent approximately 60% of
Global Crossing's voting shares (which amount includes 100% of the
outstanding shares of Global Crossing Convertible Preferred
Stock).

                   Stockholder Rights Agreement

In connection with the Amalgamation Agreement, on April 10, 2011,
STT entered into a Stockholder Rights Agreement with the Company,
which becomes effective on closing of the Amalgamation, and
pursuant to which the Company agreed, among other things, that
upon closing of the Amalgamation, Level 3's board of directors
will appoint a specified number of directors designated by STT,
determined as follows: if, at closing Level 3's board of directors
consists of (i) 13 or fewer directors, STT would be allocated
three designees, (ii) 14 through 16 directors, STT would be
allocated four designees or (iii) 17 or more directors, STT would
be allocated five designees. The Stockholder Agreement provides
that, following the closing of the Amalgamation, STT will have the
right to nominate the number of directors for Level 3's board of
directors that is proportionate to its percentage ownership of
Company Common Stock.  However, STT will have the right to
nominate (i) at least two directors as long as STT owns at least
15% of the outstanding Company Common Stock and (ii) at least one
director as long as STT owns at least 10% of the outstanding
Company Common Stock.

Under the Stockholder Agreement, STT, for the relevant time period
and without the prior written consent of the majority of the
entire board of directors of the Company, (i) is prohibited from
acquiring or publicly proposing to acquire any material assets of
the Company or seeking to effect a business combination
transaction, seeking to have representatives elected to the
Company's board of directors or soliciting proxies for the purpose
of seeking to control or influence the board of directors, or
forming a group in connection with any of the foregoing and (ii)
may not acquire any shares of Company Common Stock unless after
giving effect to such acquisition STT would beneficially own less
than 34.5% of the outstanding shares of Company Common Stock.  STT
is also subject to certain other limitations on the acquisition
and transfer of shares of Company Common Stock and securities
convertible into Company Common Stock.

Under the Stockholder Agreement, Level 3 grants STT certain
registration rights and agrees to offer new equity interests in
Level 3 to STT for the same price and on the same terms as such
new equity interests are proposed to be offered to others.

                         Commitment Letter

Concurrently with the signing of the Amalgamation Agreement, Level
3 Financing, Inc., and the Company entered into a financing
commitment letter with Bank of America, N.A., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and Citigroup Global Markets
Inc.  Level 3 expects the financing under the Commitment Letter,
together with cash balances, to be sufficient to provide the
financing necessary to consummate the Amalgamation and to
refinance certain existing indebtedness of Global Crossing.  The
Commitment Letter provides for a senior secured term loan facility
in an aggregate amount of $650 million.  The Commitment Letter
also provides for a $1.1 billion senior unsecured bridge facility,
if up to $1.1 billion of senior notes or certain other securities
are not issued by Level 3 Financing, Inc., or the Company to
finance the Amalgamation on or prior to the closing of the
Amalgamation. The financing commitments of Bank of America and
CGMI are subject to certain conditions set forth in the Commitment
Letter.

                         Rights Agreement

On April 10, 2011, Level 3 entered into a Rights Agreement with
Wells Fargo Bank, N.A., as rights agent.  The Company entered into
the Rights Agreement in an effort to deter acquisitions of Company
Common Stock that would potentially limit the Company's ability to
use its built-in losses and any resulting net loss carryforwards
to reduce potential future federal income tax obligations.  The
Company's ability to use its NOLs may be negatively affected if
there is an "ownership change," as defined under Section 382 of
the Internal Revenue Code of 1986, as amended.  In general, this
would occur if certain ownership changes related to Company Common
Stock that is held by five percent or greater stockholders exceed
50%, measured over a rolling three-year period.  Completion of the
Amalgamation would move the Company significantly closer to the
50% ownership change and increase the likelihood of a loss of the
company's valuable NOLs.

General.  Under the Rights Agreement, from and after the record
date of April 21, 2011, each share of Company Common Stock will
carry with it one preferred share purchase right until the
Distribution Date or earlier expiration of the Rights.  In general
terms, the Rights will impose a significant penalty upon any
person that, together with all Affiliates and Associates of such
person, acquires 4.9% or more of the outstanding Company Common
Stock after April 10, 2011.  Stockholders that own 4.9% or more of
the outstanding Company Common Stock as of the close of business
on April 10, 2011, will not trigger the Rights so long as they do
not (i) acquire additional shares of Company Common Stock
representing 0.5% or more of the shares of Company Common Stock
outstanding at the time of such acquisition or (ii) fall under
4.9% ownership of Company Common Stock and then re-acquire shares
that in the aggregate equal 4.9% or more of the Company Common
Stock.  A person will not trigger the Rights solely as a result of
(a) any transaction that the Company's board of directors
determines, in its sole discretion, is an exempt transaction for
purposes of triggering the Rights and (b) any acquisition that
occurs or may be deemed to occur as a result of entering into the
Amalgamation Agreement and the transactions contemplated thereby.
STT and its Affiliates and Associates will be exempt from these
limitations for the purposes of the Rights Agreement, unless and
until STT acquires any Company Common Stock other than (x)
pursuant to the transactions contemplated by the Amalgamation
Agreement, (y) in specified transactions permitted under the
Stockholder Agreement or (z) any transfers of Company Common Stock
or other Company equity interests between STT and its Affiliates.
A person to whom STT transfers any amount of Company Common Stock
pursuant to and as permitted by a specified provision of the
Stockholder Agreement will be exempt for purposes of the Rights
Agreement, unless and until such person acquires any additional
Company Common Stock.  The Company's board of directors may, in
its sole discretion prior to the Distribution Date, exempt any
person or group for purposes of the Rights Agreement if it
determines the acquisition by such person or group will not
jeopardize the Company's tax benefits or is otherwise in the
Company's best interests.  Any person that acquires shares of
Company Common Stock in violation of these limitations is known as
an "Acquiring Person."  The Rights Agreement is not expected to
interfere with any merger or other business combination approved
by the Company's board of directors.

The Rights.  From the Record Date until the Distribution Date or
earlier expiration of the Rights, the Rights will trade with, and
will be inseparable from, Company Common Stock.  New Rights will
also accompany any new shares of Company Common Stock that the
Company issues after April 21, 2011 until the Distribution Date or
earlier expiration of the Rights.

Exercise Price.  Each Right will allow its holder to purchase from
the Company 0.0001 of a share of Series B Junior Participating
Preferred Stock for $9.00, subject to adjustment, once the Rights
become exercisable.  This portion of a Preferred Share will give
the stockholder approximately the same dividend and liquidation
rights as would one share of Company Common Stock.  Prior to
exercise, a Right does not give its holder any dividend, voting or
liquidation rights.

Exercisability.  The Rights will not be exercisable until 15
business days after the public announcement that a person or group
has become an Acquiring Person unless the Rights Agreement has
been terminated or the Rights have been redeemed.

The date when the Rights become exercisable is the "Distribution
Date."  Until that date or earlier expiration of the Rights,
Company Common Stock certificates will also evidence the Rights,
and any transfer of shares of Company Common Stock will constitute
a transfer of Rights.  After that date, the Rights will separate
from the Common Stock and be evidenced by book-entry credits or by
Rights certificates that the Company will mail to all eligible
holders of Company Common Stock.  Any Rights held by an Acquiring
Person, or any Affiliates or Associates of the Acquiring Person,
are void and may not be exercised.

Consequences of a Person or Group Becoming an Acquiring Person.
If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person, or any Affiliates or
Associates of the Acquiring Person, may, upon payment of the
Exercise Price, purchase shares of Company Common Stock with a
market value of twice the Exercise Price, based on the "current
per share market price" of Company Common Stock on the date of the
acquisition that resulted in such person or group becoming an
Acquiring Person.

Exchange.  After a person or group becomes an Acquiring Person,
the Company's board of directors may extinguish the Rights by
exchanging one share of Company Common Stock or an equivalent
security for each Right, other than Rights held by the Acquiring
Person, or any Affiliates or Associates of the Acquiring Person.

Preferred Share Provisions.  Each 0.0001 of a Preferred Share, if
issued:

     * will not be redeemable;

     * will entitle its holder to dividends equal to the
       dividends, if any, paid on one share of Company Common
       Stock;

     * will entitle its holder upon liquidation either to receive
       $1.00 or an amount equal to the payment made on one share
       of Company Common Stock, whichever is greater;

     * will vote together with Company Common Stock as one class
       on all matters submitted to a vote of stockholders of the
       Company and will have the same voting power as one share of
       Company Common Stock, except as otherwise provided by law;
       and

     * will entitle holders to a per share payment equal to the
       payment made on one share of Company Common Stock, if
       shares of Company Common Stock are exchanged via merger,
       consolidation, or a similar transaction.

The value of 0.0001 interest in a Preferred Share is expected to
approximate the value of one share of Company Common Stock.

Expiration.  The Rights will expire on the earliest of (i) the day
following the third anniversary of the closing of the transactions
contemplated by the Amalgamation Agreement, (ii) the time at which
the Rights are redeemed, (iii) the time at which the Rights are
exchanged, (iv) the time at which the Company's board of directors
determines that the NOLs are utilized in all material respects or
that an ownership change under Section 382 of the Code, would not
adversely impact in any material respect the time period in which
the Company could use the NOLs, or materially impair the amount of
the NOLs that could be used by the Company in any particular time
period, for applicable tax purposes, (v) the first anniversary of
the closing of the transactions contemplated by the Amalgamation
Agreement if approval of the Rights Agreement by the affirmative
vote of the holders of a majority of the voting power of the
outstanding Company Common Stock has not been obtained prior to
such date, (vi) the termination of the Amalgamation Agreement or
(vii) a determination by the Company's board of directors, prior
to the Distribution Date, that the Rights Agreement and the Rights
are no longer in the best interests of the Company and its
stockholders.

Redemption.  The Company's board of directors may redeem the
Rights for $0.0001 per Right at any time before the Distribution
Date.  If the Company's board of directors redeems any Rights, it
must redeem all of the Rights.  Once the Rights are redeemed, the
only right of the holders of Rights will be to receive the
redemption price of $0.0001 per Right. The redemption price will
be adjusted if the Company has a stock split or stock dividends of
Company Common Stock.

Anti-Dilution Provisions.  The Company's board of directors may
adjust the Exercise Price, the number of Preferred Shares issuable
and the number of outstanding Rights to prevent dilution that may
occur from a stock dividend, a stock split or a reclassification
of the Preferred Shares or Company Common Stock.

Amendments.  The terms of the Rights Agreement may be amended by
the Company's board of directors without the consent of the
holders of the Rights.  After the Distribution Date, the Company's
board of directors may not amend the agreement in a way that
adversely affects holders of the Rights.

A full-text copy of the Agreement and Plan of Amalgamation is
available for free at http://is.gd/1Gg5Tm

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at Dec. 31, 2010, showed $8.35 billion
in total assets, $8.51 billion in total liabilities and
a $157 million stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEVI STRAUSS: J. Calhoun Resigns as EVP & Pres. of Global Dockers
-----------------------------------------------------------------
James A. Calhoun, Executive Vice President and President, Global
Dockers(R) Brand, of Levi Strauss & Co., resigned from that
position to pursue other opportunities, effective April 22, 2011.
R. John Anderson, President and Chief Executive Officer, will
assume responsibilities for the role until a successor is
selected.

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

The Company reported net income of $149.44 million on
$4.33 billion of net sales for the year ended Nov. 28, 2010,
compared with net income of $150.71 million on $4.02 billion of
net sales for the year ended Nov. 29, 2009.

The Company's balance sheet at Nov. 28, 2010 showed $3.14 billion
in total assets, $3.34 billion in total liabilities, and a
$208.80 million stockholders' deficit.

                           *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's, a 'B1' corporate family rating from Moody's Investors
Service and a 'BB-' issuer default rating from Fitch Ratings.

As reported by the TCR on March 24, 2011, Fitch Ratings has
downgraded its Issuer Default Rating on Levi Strauss & Co. to 'B+'
from 'BB-'.  The downgrade of the IDR reflects Levi's soft
operating trends and margin compression, continued high financial
leverage, and Fitch's expectation that Levi's financial profile
will not show meaningful improvement in the next one to two years.


MCGINNIS LAND: Court Dismisses Chapter 11 Cases
-----------------------------------------------
In an order dated April 1, 2011, the U.S. Bankruptcy Court for the
Northern District of Texas dismissed the Chapter 11 cases of
McGinnis Land Partners I, LP, and Canyon Falls Land Partners, LP.

In addition, the Court ruled that:

   -- the Debtors will pay the fees of its bankruptcy
      professionals and the U.S. Trustee;

   -- the final fee application of the bankruptcy professionals
      are approved; and

   -- the Debtors will not file another Chapter 11 petition
      within six months.

Dallas, Texas-based McGinnis Land Partners I, LP, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-
34654) on July 2, 2010.  Michael D. Warner, Esq., at Cole Schotz
Meisel Forman & Leonard PA, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000

The Company's affiliate, Canyon Falls Land Partners, LP, filed a
separate Chapter 11 petition on July 2, 2010 (Case No. 10-34655).


MGM RESORTS: Inks Pact to Obtain 51% Ownership of MGM China
-----------------------------------------------------------
MGM Resorts International has entered into agreements with Ms.
Pansy Ho pursuant to which the proposed initial public offering of
the shares of MGM China Holdings Limited on the Hong Kong Stock
Exchange and related transactions will be structured so that MGM
Resorts will obtain 51% ownership, and management control, of MGM
China upon consummation of the offering.  As a part of an overall
restructuring of their relationship, Ms. Ho has agreed to invest
in MGM Resorts by purchasing $300 million aggregate principal
amount of convertible senior notes issued by MGM Resorts on terms
similar to MGM Resorts' existing 4.25% convertible senior notes
due 2015.  These agreements remain subject to certain conditions,
including required approvals of the Hong Kong Stock Exchange, and
there can be no assurance that the proposed transactions will be
consummated.

MGM Resorts and Ms. Ho have formed MGM China as a listing vehicle
for the proposed IPO.  MGM China will become the owner of MGM
Grand Paradise, S.A., the Macau company that owns the MGM Macau
resort and casino and the related gaming sub-concession.  Upon
consummation of the IPO, MGM China will be owned (through
intermediary companies) 51% by MGM Resorts, 29% by Ms. Ho, and 20%
by public shareholders.  An entity controlled by Ms. Ho will grant
an over-allotment option to the underwriters equal to up to 3% of
the shares of MGM China, the exercise of which will reduce her
holdings.  In the transactions, MGM Resorts will acquire a 1%
interest at the same price per share as the shares sold to public
shareholders in the IPO.  The net proceeds of the offering and of
MGM Resorts' 1% purchase will be remitted to an entity controlled
by Ms. Ho.  Through an intermediary entity, she will use a portion
of these proceeds to invest in the convertible senior notes.  MGM
Resorts will receive the net proceeds from the proposed
convertible senior notes, but will not receive any proceeds from
the IPO.  The timing or terms of any such listing have not yet
been determined, and there is no assurance as to whether MGM China
will ultimately proceed with the IPO, or whether the application
will be approved by the Hong Kong Stock Exchange.

The MGM China ordinary shares proposed to be offered will not be
registered under the Securities Act of 1933, as amended, or any
state securities laws and may not be offered or sold in the United
States absent registration under the Securities Act, or pursuant
to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and
applicable state securities laws.

The convertible senior notes proposed to be offered, and any
shares of MGM Resorts' common stock issuable upon conversion of
the notes, will not be registered under the Securities Act, or any
state securities law and may not be offered or sold in the United
States absent registration under the Securities Act, or pursuant
to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and
applicable state securities laws.  The sale of the notes will be
exempt from registration under the Securities Act.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported a net loss of $1.44 billion on $6.01 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.29 billion on $5.97 billion of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $18.96 billion
in total assets, $15.96 billion in total liabilities and $3.00
billion in total stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on Oct. 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.

As reported by the TCR on March 4, 2011, Moody's upgraded MGM
Resorts International's Corporate Family rating to B3 and its
Probability of Default rating to Caa1.  The upgrade reflects signs
of modest improvement in demand trends in Las Vegas, debt
repayment during 2010 from the proceeds of equity issuances, and
completion of a new multi-year financing package for CityCenter
(MGM's 50% owned project on the Las Vegas Strip.)


MOHEGAN TRIBAL: Posts March Statistical Report for Mohegan Sun
--------------------------------------------------------------
The Mohegan Tribal Gaming Authority posted on its Web site its
Slot Machine Statistical Report for Mohegan Sun at Pocono Downs
containing statistics relating to slot handle, gross slot win,
gross slot hold percentage, Pennsylvania slot tax and weighted
average number of slot machines.  The Slot Machine Statistical
Report includes these statistics on a monthly basis for the six
months ended March 31, 2011 and the fiscal year ended Sept. 30,
2010.  A copy of the Slot Machine Statistical Report is available
for free at http://is.gd/I9RU81

                       About Mohegan Tribal

Headquartered in Uncasville, Conn., Mohegan Tribal Gaming
Authority conducts and regulates gaming activities on Tribal
lands, which are federally recognized Indian tribe reservations in
southeastern Connecticut.

The Authority has noted that its Bank Credit Facility matures on
March 9, 2012 and its 2002 Senior Subordinated Notes mature on
April 1, 2012.  In addition, a substantial portion of the
Authority's remaining indebtedness matures over the following
three fiscal years.  The Authority believes that it will need to
refinance all or part of its indebtedness at or prior to each
maturity thereof in order to maintain sufficient resources for its
operations.  The Authority has engaged Blackstone Advisory
Partners, L.P. to assist in its strategic planning relating to its
debt maturities.

The Company's balance sheet at Dec. 31, 2010 showed $2.21 billion
in total assets, $2.07 billion in total liabilities and
$141.32 million in total capital.

                           *     *     *

At the end of November 2010, Moody's Investors Service downgraded
Mohegan Tribal Gaming Authority's Corporate Family and Probability
of Default ratings to Caa2 from B3.  All of MTGA's rated long-term
debt was also lowered.  The rating outlook is negative.

The ratings downgrade reflects Moody's view that MTGA could
find it difficult to refinance significant upcoming debt
maturities without some impairment to bondholders given its high
leverage -- debt/EBITDA is over 7 times -- limited near-term
growth prospects for Mohegan Sun Casino, the likely continuation
of weak consumer gaming demand trends in the Northeastern U.S.,
and the strong possibility of gaming in Massachusetts.  The
company's $675 million revolver ($527 million outstanding at
Sept. 30, 2010) expires in March 2012 and its $250 million 8%
senior subordinated notes mature in April 2012.  Combined, these
debt items account for about 50% of MTGA's total debt outstanding.

MTGA has announced that it hired Blackstone Group to help deal
with its capital structure issues, although no details have been
made available regarding MTGA's options.  Given the company's
recently announced weak fiscal fourth quarter results along with
the significant near- and long-term challenges previously
mentioned, Moody's believes a restructuring that involves some
impairment to bondholders will be considered.

The negative ratings outlook reflects the relatively short time
frame in which MTGA has to address what Moody's believes to be a
significant capital structure issue.  If MTGA is not able to
refinance by March 2011 its $675 million revolver will be become
current.  The same holds true for the company's $250 million 8%
senior subordinated notes to the extent these notes are not
refinanced by April 1, 2011.


MONTEBELLO, CA: Interim Administrator Cosentini Steps Down
----------------------------------------------------------
The Pasadena Star-News reports that Interim City Administrator
Peter Cosentini tendered his resignation on April 12, 2011,
because he doesn't feel the City Council is moving quickly enough
to address looming insolvency.

Pasadena Star-News relates that Mr. Cosentini was hired in August
to replace former interim administrator Randy Narramore, who left
in July.  He's been asking elected officials to take on the budget
crisis since November but after an April 6 meeting decided the
Council needed "someone who is more in tune with your approach to
municipal finance," according to his resignation letter.

His final day will be May 12, the Pasadena Star-News discloses.

As reported in Troubled Company Reporter on March 8, 2011, The Los
Angeles Times said that millions in Montebello city funds have
been mismanaged or drained from off-the-books accounts, leaving
officials scrambling for explanations and prompting fears about
the city's solvency.  Federal officials say Montebello misused
$1.3 million in federal housing money and want it back; a city
official discovered $5 million in debt in March; and the city has
been sued by a businessman who alleges it illegally borrowed up to
$19 million from its redevelopment agency last fall.


MSR RESORT: Section 341(a) Meeting Moved to April 26
----------------------------------------------------
Paul M. Basta, Esq., at Kirkland & Ellis LLP, announced that the
meeting of creditors of MSR Resort Golf Course LLC and its debtor-
affiliates has been moved to April 26, 2011, at 2:00 p.m.,
prevailing Eastern Time, at the Office of the United States
Trustee, 80 Broad Street, 4th Floor in New York.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc.  A joint
venture affiliated Morgan Stanley's CNL Hotels & Resorts owned the
resorts before the foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the
Paulson and Winthrop joint venture affiliates.  MSR Resort Golf
Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort listed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


NASDAQ OMX: May Get Junk Rating if Euronext Bid Is Raised
---------------------------------------------------------
Michael Aneiro, writing for Dow Jones Newswires, reports that now
that NYSE Euronext has rejected its $11.3 billion takeover offer,
Nasdaq OMX Group Inc. faces a dilemma: give up entirely, or raise
its bid substantially and risk having its debt cut to "junk"
status.   Dow Jones notes that when Nasdaq teamed up with
IntercontinentalExchange Inc. earlier this month to make its
unsolicited offer for NYSE, credit-rating firms raised red flags.

Dow Jones recounts Standard & Poor's Ratings Services put Nasdaq's
credit rating on watch for potential downgrade, while Moody's
Investors Service changed its outlook on Nasdaq to negative from
stable.  S&P currently rates Nasdaq triple-B, two levels above
speculative grade; Moody's rates it Baa3, on the cusp of junk.

Dow Jones relates Peter Nerby, senior vice president on Moody's
banking team, said the proposed NYSE transaction is quite a bit
larger, and it's a significant spike in leverage.

Accordng to Dow Jones, Nasdaq has made no indication that it
intends to raise its bid for NYSE, and a spokesman for Nasdaq
declined to comment.  Should Nasdaq decide to boost its bid,
possibly necessitating the issuance of additional debt to fund the
offer, it could see its ratings fall to speculative-grade status.


NEW HORIZONS BANK: Closed; Citizens South Assumes All Deposits
--------------------------------------------------------------
New Horizons Bank of East Ellijay, Ga., was closed on Friday,
April 15, 2011, by the Georgia Department of Banking and Finance,
which appointed the Federal Deposit Insurance Corporation (FDIC)
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Citizens South Bank of
Gastonia, N.C., to assume all of the deposits of New Horizons
Bank.

The sole branch of New Horizons Bank will reopen on Monday, April
18, 2011, as a branch of Citizens South Bank. Depositors of New
Horizons Bank will automatically become depositors of Citizens
South Bank.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of New Horizons Bank should
continue to use their existing branch until they receive notice
from Citizens South Bank that it has completed systems changes to
allow other Citizens South Bank branches to process their accounts
as well.

As of Dec. 31, 2010, New Horizons Bank had approximately $110.7
million in total assets and $106.1 million in total deposits.
Citizens South Bank will pay the FDIC a premium of 1.0 percent to
assume all of the deposits of New Horizons Bank.  In addition to
assuming all of the deposits of the failed bank, Citizens South
Bank agreed to purchase essentially all of the assets.

The FDIC and Citizens South Bank entered into a loss-share
transaction on $84.7 million of New Horizons Bank's assets.
Citizens South Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

   http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-930-5170.  Interested parties also can
visit the FDIC's Web site at:

     http://www.fdic.gov/bank/individual/failed/newhorizons.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $30.9 million.  Compared to other alternatives,
Citizens South Bank's acquisition was the least costly resolution
for the FDIC's DIF. New Horizons Bank is the 30th FDIC-insured
institution to fail in the nation this year, and the eighth in
Georgia.  The last FDIC-insured institution closed in the state
was Bartow County Bank of Cartersville, also on April 15, 2011.


NEXITY BANK: Closed; AloStar Bank Assumes All Deposits
------------------------------------------------------
Nexity Bank, of Birmingham, Ala., was closed on Friday, April 15,
2011, by the State of Alabama Banking Department, which appointed
the Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with AloStar Bank of Commerce of Birmingham,
Ala., a newly-chartered bank, to assume all of the deposits of
Nexity Bank.

The sole branch of Nexity Bank will reopen on Monday, April, 18,
2011, as a branch of AloStar Bank of Commerce.  Depositors of
Nexity Bank will automatically become depositors of AloStar Bank
of Commerce.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Nexity Bank should continue
to use their existing branch.

As of Dec. 31, 2010, Nexity Bank had approximately $793.7 million
in total assets and $637.8 million in total deposits.  In addition
to assuming all of the deposits of the failed bank, AloStar Bank
of Commerce agreed to purchase essentially all of the assets.

The FDIC and AloStar Bank of Commerce entered into a loss-share
transaction on $384.2 million of Nexity Bank's assets.  AloStar
Bank of Commerce will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

   http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-877-367-2718.  Interested parties also can
visit the FDIC's Web site at:

     http://www.fdic.gov/bank/individual/failed/nexity.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $175.4 million.  Compared to other alternatives,
AloStar Bank of Commerce's acquisition was the least costly
resolution for the FDIC's DIF.  Nexity Bank is the 31st FDIC-
insured institution to fail in the nation this year, and the first
in Alabama.  The last FDIC-insured institution closed in the state
was First Lowndes Bank of Fort Deposit, on March 19, 2010.


NEXITY FINANCIAL: Seeking Fresh Capital From P/E Firms
------------------------------------------------------
Robin Sidel, writing for The Wall Street Journal, reports that
Nexity Financial Corp. is racing to get fresh capital and is
working on a deal with several private-equity firms, according to
people familiar with the bank's plans.  David Long, Nexity's
president, declined to comment, according to the Journal.

The Troubled Company Reporter on Aug. 4, 2010, reported that
Nexity filed a Prepackaged Plan of Reorganization and disclosure
statement.  Under the Prepackaged Plan, approximately $36.2
million in debt would be fully resolved.  The effects of the
Prepackaged Plan, if confirmed by the Bankruptcy Court, would
significantly improve the Debtor's capital position and avoid the
Nexity Bank being placed in receivership and the Debtor going into
liquidation.  The Debtor initially sought approval of its
prepackaged Chapter 11 plan later that month.

Russell Hubbard, writing for The Birmingham News, said in March
that Nexity, which aims to stay in business, has yet to have an
exit plan confirmed by the court.

Nexity Financial Corporation -- http://www.nexitybank.com/--
provides capital and support services for community banks.  Its
bank subsidiary, Nexity Bank, is operating under a cease and
desist order issued by regulators.  Birmingham, Alabama-based
Nexity had net losses of $26 million in 2009 and $13 million in
2008.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-12293) on July 22, 2010.  Drew G. Sloan, Esq.;
Mark D. Collins, Esq.; and Michael Joseph Merchant, Esq., at
Richards Layton & Finger, assist the Company in its restructuring
effort.  The Company estimated its assets and debts at $10 million
to $50 million as of the Petition Date.

The U.S. Trustee did not establish an Official Committee of
Unsecured Creditors due to insufficient interest.


NOVELOS THERAPEUTICS: Reports $2.09 Million Net Income in 2010
--------------------------------------------------------------
Novelos Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting net
income of $2.09 million on $33,334 of revenue for the year ended
Dec. 31, 2010, compared with a net loss of $22.27 million on
$33,334 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.46 million
in total assets, $887,306 in total current liabilities, $366,667
in deferred revenue-noncurrent and $1.21 million in total
stockholders' equity.

Stowe & Degon LLC, in Westborough, Massachusetts, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company has generated
insignificant revenues and has incurred continuing losses in the
development of its products.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/Mh8wkj

                     About Novelos Therapeutics

Newton, Mass.-based Novelos Therapeutics, Inc. (OTC BB: NVLT)
-- http://www.novelos.com/-- is a biopharmaceutical company
developing oxidized glutathione-based compounds for the treatment
of cancer and hepatitis.


NPS PHARMACEUTICALS: To Offer 11MM Common Shares at $9.00 Apiece
----------------------------------------------------------------
NPS Pharmaceuticals, Inc., entered into an underwriting agreement
with Citigroup Global Markets Inc. and Leerink Swann LLC, acting
as representatives of the several underwriters pursuant to which
the Company agreed to offer and sell 11,000,000 shares of its
common stock in an underwritten public offering at a public
offering price of $9.00 per share.  Pursuant to the terms of the
Underwriting Agreement, the Company granted the Underwriters a 30-
day option to purchase up to an additional 1,650,000 shares to
cover over-allotments, if any.  The Company expects to receive
approximately $93 million in net proceeds from the Offering, after
underwriting fees and discounts and other offering expenses, or
approximately $107 million if the Underwriters exercise their
over-allotment option in full.  The shares are expected to be
delivered to the Underwriters on or about April 19, 2011, subject
to the satisfaction of customary closing conditions.

The shares are being offered and sold in the Offering pursuant to
the Company's currently effective shelf registration statement on
Form S-3, as supplemented by a prospectus supplement dated
April 13, 2011.

A full-text copy of the Underwriting Agreement is available for
free at http://is.gd/CBdJIU

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

The Company reported a consolidated net loss of $31.44 million on
$89.41 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $17.86 million on $84.15 million of
total revenue during the prior year.

The Company and its subsidiaries' consolidated balance sheet at
Dec. 31, 2010 showed $228.90 million in total assets,
$384.18 million in total liabilities and a $155.27 million
stockholders' deficit.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
Dec. 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at Dec. 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least January 1, 2011.


OLDE PRAIRIE: Can't Pay DIP Financing Expenses Using JMB Funds
--------------------------------------------------------------
Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northeastern District of Illinois, Eastern Division, will convene
a hearing on May 23, 2011, at 11:00 a.m., on the status of the
disclosure statement and proposed plan of reorganization filed by
Olde Prairie Block Owner, LLC.

The Debtor is given until May 16, at 5:00 p.m., to file an amended
plan and disclosure statement.

                  About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, owns two adjacent parcels of land
just north of McCormick Place in Chicago, Ill.  The Company sought
chapter 11 protection (Bankr. N.D. Ill. Case No. 10-22668) on
May 18, 2010.  The Debtor is represented by John E. Gierum, Esq.,
at Gierum & Mantas in Rosemont, Ill., and John Ruskusky, Esq.,
George R. Mesires, Esq., and Nile N. Park, Esq., at Ungaretti &
Harris LLP, in Chicago, Ill.  The Debtor estimated assets of
$100 million to $500 million and liabilities of $10 million to
$50 million at the time of the filing.  The Debtor filed a
Chapter 11 plan on Sept. 11, 2010, and a copy of that plan is
available at http://bankrupt.com/misc/OLDEPRAIRE_Plan.pdfatno
charge.


OLSON AND IMHOFF: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Olson and Imhoff Farm LLC
        5268 Olson Road
        Ferndale, WA 98248

Bankruptcy Case No.: 11-14307

Chapter 11 Petition Date: April 14, 2011

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Robert J. La Rocco, Esq.
                  ATTORNEY AT LAW
                  1313 E. Maple Street, Suite 201
                  Bellingham, WA 98225
                  Tel: (360) 603-9545
                  E-mail: robert@laroccolaw.us

Scheduled Assets: $0

Scheduled Debts: $1,062,720

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/wawb11-14307.pdf

The petition was signed by Starlare Hovander, manager.


OMEGA OPTICAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Omega Optical, Inc.
        2385 West Cheltenham Avenue, Suite 336
        Philadelphia, PA 19150

Bankruptcy Case No.: 11-13036

Chapter 11 Petition Date: April 14, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Dimitri L. Karapelou, Esq.
                  LAW OFFICES OF DIMITRI L. KARAPELOU, LLC
                  1600 Market Street, 25th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 391-4312
                  Fax: (215) 391-4350
                  E-mail: dkarapelou@karapeloulaw.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Steven Davis, president.


OVERLAND STORAGE: Regains Compliance With NASDAQ Requirements
-------------------------------------------------------------
The NASDAQ Stock Market notified Overland Storage, Inc., that it
is in compliance with the minimum market value of listed
securities requirement set forth in Listing Rule 5550(b)(2).
Accordingly, the Company complies with the requirements for
continued listing of its shares of common stock on The NASDAQ
Capital Market and this matter is now closed.

                       About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company's balance sheet at Dec. 31, 2010 showed $39.82 million
in total assets, $38.31 million in total liabilities and $1.52
million in shareholders' equity.

As reported in the Troubled Company Reporter on Sept. 28, 2010,
Moss Adams LLP, in San Diego, Calif., expressed substantial
doubt about Overland Storage's ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted of the Company's
recurring losses and negative operating cash flows.


PATIENT SAFETY: Reports $2.00 Million Net Income in 2010
--------------------------------------------------------
Patient Safety Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K, reporting
net income of $2.00 million on $14.79 million of revenue for the
year ended Dec. 31, 2010, compared with a net loss of
$17.53 million on $4.50 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $9.75 million
in total assets, $6.02 million in total liabilities and $3.73
million in total stockholders' equity.

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through Dec. 31,
2009, and significant working capital deficit as of Dec. 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.

The Company's 2010 financial results did not contain a going
concern qualification.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/UnA9bi

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.


PHILADELPHIA ORCHESTRA: Files for Bankruptcy After 111 Years
------------------------------------------------------------
The Philadelphia Orchestra filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Pa. Case No. 11-13098) in Philadelphia on
April 16 after 111 years of operation to restructure leases,
contracts and agreements.

The orchestra, founded in 1900, said its board voted to seek
bankruptcy.  The Company estimated both assets and debt of
$10 million to $50 million in its Chapter 11 petition.

Attorneys for the Debtor said in court papers, "These Chapter 11
Cases are balance sheet and operational restructuring cases.  The
Debtors are non-profit organizations whose revenues are generated
through endowments, charitable contributions and sales of
subscriptions and tickets to events presented by the Debtors.  The
Debtors' revenues and going concern value have steadily declined
over the past several years, like countless other performing arts
enterprises.  The Debtors filed these cases to streamline
operations that have become uneconomical and to restructure
leases, contracts and other operational agreements."

Affiliates, including the Academy of Music and Encore Series, also
sought protection.

The orchestra said in a statement in its Web site, "This decision
was based upon several critical financial challenges currently
facing the organization, specifically its rapidly dwindling
operating funds and a structural deficit of $14.5 million.
Although The Philadelphia Orchestra has no long-term debt, it is
operating at a significant loss based upon declining ticket
revenues, decreased donations, eroding endowment income, pension
obligations, contractual agreements, and increased operational
costs."

The Debtor said it will be business as usual.  According to a
statement April 16, "The Philadelphia Orchestra to continue to
make incredible music while the organization and its finances are
restructured.  All remaining concerts for the 2010-11 season,
including this evening's performance of Mahler's Symphony No. 4,
will go on as scheduled."

"We have made the difficult, but necessary, decision to enter into
a reorganization process," said Richard B. Worley, chairman of The
Philadelphia Orchestra Association's (POA) Board of Directors.
"Faced with such substantial financial challenges beyond the
growing structural deficit and a lack of additional operational
funds available to The Philadelphia Orchestra, the Board of
Directors has chosen this path as the best means to help reset our
financial obligations. This is a first step forward toward
financial health and stability for this great Orchestra."

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Previous conductors
include Fritz Scheel (1900-07), Carl Pohlig (1907-12), Leopold
Stokowski (1912-41), Eugene Ormandy (1936-80), Riccardo Muti
(1980-92), Wolfgang Sawallisch (1993-2003), and Christoph
Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association is being advised by
Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal, its
financial advisor.


PHILADELPHIA ORCHESTRA: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: The Philadelphia Orchestra Association
        260 South Broad Street, Suite 1600
        Philadelphia, PA 19102

Bankruptcy Case No.: 11-13098

Affiliates filing separate Chapter 11 petitions:

        Entity                           Case No.
        ------                           --------
Academy of Music of Philadelphia, Inc.   11-13099
Encore Series, Inc.                      11-13100

Chapter 11 Petition Date: April 16, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Eric L. Frank

Debtor's Counsel: Lawrence G. McMichael, Esq.
                  DILWORTH PAXSON LLP
                  1500 Market Street, Suite 3500E
                  Philadelphia, PA 19102
                  Tel: (215) 575-7000
                  Fax: (215) 575-7200
                  E-mail: lmcmichael@dilworthlaw.com

Debtors'
Financial
Advisor:          ALVAREZ & MARSAL

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Allison Vulgamore, president & CEO.


PHOENIX FOOTWEAR: Incurs $1.70 Million Net Loss in 2010
-------------------------------------------------------
Phoenix Footwear Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $1.70 million on $17.26 million of net sales for the year
ended Jan. 1, 2011, compared with a net loss of $6.99 million on
$18.76 million of net sales during the prior year.

The Company's balance sheet at Jan. 1, 2011 showed $10.74 million
in total assets, $7.90 million in total liabilities and $2.84
million in total stockholders' equity.

Mayer Hoffman McCann P.C., San Diego, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from continuing operations.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/8Dc4F4

                       About Phoenix Footwear

Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE
Amex: PXG) specializes in quality comfort women's and men's
footwear with a design focus on fitting features.  Phoenix
Footwear designs, develops, markets and sells footwear in a wide
range of sizes and widths under the brands Trotters(R),
SoftWalk(R), and H.S. Trask(R).  The brands are primarily sold
through department stores, leading specialty and independent
retail stores, mail order catalogues and internet retailers and
are carried by approximately 650 customers in more than 900 retail
locations throughout the U.S.  Phoenix Footwear has been engaged
in the manufacture or importation and sale of quality footwear
since 1882.


PINE MOUNTAIN: U.S. Trustee Wants Case Dismissed or Converted
-------------------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 8, asks the
U.S. Bankruptcy Court for the Eastern District of Tennessee to
dismiss Chapter 11 bankruptcy case of Pine Mountain Properties
L.L.C. or convert the Debtor's case to Chapter 7 liquidation
proceeding due to substantial diminution of the estate and absence
of a reasonable likelihood of rehabilitation.

A hearing is set for April 21, 2011, at 10:00 a.m., in the
Bankruptcy Courtroom 1-C, Howard H. Baker, Jr. U.S. Courthouse,
800 Market Street in Knoxville, Tennessee, to consider the
Debtor's request.

                About Pine Mountain Properties, LLC

Maryville, Tennessee-based Pine Mountain Properties, LLC, dba Pine
Mountain Properties, a limited liability corporation, was formed
to develop residential golf course community in Cambell County on
approximately 4,800 acres.  At present, the golf course is
approximately 90% complete.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tenn. Case No. 10-31898) on April 14, 2010.  Jenkins &
Jenkins Attorneys, PLLC represents the Debtor in its restructuring
effort.  The Debtor disclosed $20,077,150 in assets and
$15,560,226 in liabilities as of the Petition Date.


POINT BLANK: Security Holders Committee Seeks Hearing Continuation
------------------------------------------------------------------
BankruptcyData.comreports that Point Blank Solutions' official
committee of equity security holders filed with the U.S.
Bankruptcy Court a motion for an order continuing the April 21,
2011 hearing to consider (A) the Debtors' Disclosure Statement
with regard to its Chapter 11 Plan and (B) the motion seeking
approval of the Plan support agreement and an amendment to D.I.P.
funding and extending objection deadlines to the new Plan motions.

The committee asserts, "Having had time to review and consider the
new Plan motions in light of the Bankruptcy Rules and the
differences between the new Plan and new PSA/DIP and the
consensual Plan and Old PSA/DIP, the new equity committee believes
that approval of the new Disclosure Statement, the new PSA/DIP and
the solicitation procedures motion is both inappropriate and
impermissible on shortened notice."

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy
counsel to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky
LLP serves as corporate counsel.  T. Scott Avila of CRG Partners
Group LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


QWEST COMMUNICATIONS: Terminates Registration of Common Shares
--------------------------------------------------------------
Qwest Communications International Inc. notified the U.S.
Securities and Exchange Commission on Form 15 regarding the
termination of registration of its common stock, $0.01 par value.
As of April 14, 2011, there was only one holder of record of the
common shares.

                            About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95% of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after November 20, 2010 and holders may require the
Company to repurchase for cash on November 15, 2010.

Fitch Ratings is maintaining the Rating Watch Positive on the
'BB' Issuer Default Rating assigned to Qwest Communications
International, Inc. and its subsidiaries.  Concurrently, Fitch
has affirmed the 'BBB-' issue rating assigned to Qwest's
$1.035 billion senior secured credit facility and the senior
unsecured debt issued by Qwest Corporation.  Approximately
$13.1 billion of debt outstanding as of June 30, 2010, including
$7.9 billion of debt outstanding at QC, is affected by Fitch's
action.


RADIENT PHARMACEUTICALS: Needs Additional Time to File Form 10-K
----------------------------------------------------------------
Radient Pharmaceuticals Corporation requested an appeals hearing
before the NYSE Amex Listing Qualifications Panel, which is
scheduled for April 14, 2011, to explain why the Company's common
stock should remain listed on the Amex.  One of the Amex Staff's
concerns is that the Company may not be in compliance with certain
aspects of Section 1003 of the Amex Company Guide which, among
other things, requires listed issuers to maintain a certain level
of stockholders' equity, depending upon how many years that issuer
has sustained losses from continuing operations or net losses.
The applicable threshold in Section 1003(a)(iii) requires an
issuer that has sustained losses from continuing operations or net
losses in its five most recent fiscal years to maintain $6 million
in stockholders' equity.  As of April 14, 2011, the Company
believes that it meets this threshold.

The Company's Annual Report on Form 10-K for the year ended
Dec. 31, 2010, is due on or before April 15, 2011, based on the
Form 12b-25 that the Company filed on March 31, 2011.  However,
due to requests for financial information from, and related to,
the Company's deconsolidated Chinese subsidiary, Jade
Pharmaceuticals, Inc., the Company will not be able to timely
complete its audit for the 2010 fiscal year and therefore will be
unable to file its Form 10-K by April 15, 2011.  The Company notes
JPI's indication that they are gathering the information so
requested and the Company expects to receive it shortly.
Therefore, the Company requires additional time to file its Form
10-K for the fiscal year ended Dec. 31, 2010.  Despite the delay
in filing the Company's Form 10-K, the Company believes that it
has regained compliance with the $6 million stockholders' equity
listing requirements based on certain transactions that it has
completed since Dec. 31, 2010.  Accordingly, the Company is
filing a pro forma consolidated financial statement to demonstrate
the effects on the Company's stockholders' equity of certain
transactions that have occurred since Dec. 31, 2010 and which
provide the basis for the Company's belief that it currently
satisfies the Amex $6 million in stockholders' equity continued
listing requirement; such pro forma consolidated financial
statement is available for free at http://is.gd/Ix4Gui

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by August 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.


RAY ANTHONY: Wins Approval to Hire Smith Adams as Special Counsel
-----------------------------------------------------------------
Ray Anthony International, LLC sought and obtained approval from
the U.S. Bankruptcy Court for the Western District of Pennsylvania
to employ Smith Adams Law LLP as its special counsel.

Ray Anthony tapped the firm to provide legal assistance in
connection with a lawsuit filed by a certain Thomas Cossman
against the company before the 58th District Court of Jefferson
County in Texas.

Smith Adams does not have any connection with Ray Anthony and does
not represent any interest adverse to the company or any other
party-in-interest, according to Robert Lampl, Esq., the company's
lawyer.

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 10-26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010.


RAY ANTHONY: Wins Approval to Hire Lydecker as Special Counsel
--------------------------------------------------------------
Ray Anthony International, LLC sought and obtained approval from
the U.S. Bankruptcy Court for the Western District of Pennsylvania
to employ Lydecker Diaz as its special counsel.

As special counsel, Lydecker Diaz will provide Ray Anthony legal
representation in connection with an accident involving the
company's equipment.

Ray Anthony will pay Lydecker Diaz at $205 per hour.

The firm does not have any connection with Ray Anthony and does
not represent any interest adverse to the company or any other
party-in-interest, according to Robert Lampl, Esq., the company's
lawyer.

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 10-26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010.


REACH ACADEMY: Financially Insolvent; Receiver Sought
-----------------------------------------------------
Nicole Dobo at The News Journal reports that The Reach Academy for
Girls charter school is financially insolvent and the court should
appoint a neutral party to oversee the school, according to court
documents filed last week in Chancery Court.

The News Journal relates that the Claymont school's board of
directors is locked in a disagreement over control of the school,
and three board members have requested that the court intervene to
prevent other board members from interfering with a proposed
transfer of control to another governing body.

"Reach needs a champion," The News Journal cited court documents
filed on April 11, 2011, seeking the appointment of retired U.S.
District Judge Joseph J. Farnan Jr. as receiver of the school
until there is a takeover.  "A receiver will be that champion."

The News Journal discloses that the school, which has been open
for less than a year, came under scrutiny from the state
Department of Education late last year for serious financial and
staffing issues.  In February, the state Department of Education
informed the school board that there were grave deficiencies.  The
state was considering revoking the charter, which could result in
closure of the school, the report notes.

More than 200 students are enrolled in the charter school, which
is the state's only public all-girls school.  Charter schools,
which are funded by public taxes, are tuition-free schools and are
public options for parents who want something different from
what's offered in the state's 19 traditional school districts.


REDGATE PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Redgate Properties LLC
        22100 Point Lookout Road
        Leonardtown, MD 20650

Bankruptcy Case No.: 11-17933

Chapter 11 Petition Date: April 15, 2011

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: John Douglas Burns, Esq.
                  THE BURNS LAW FIRM, LLC
                  6303 Ivy Lane, Suite 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780
                  E-mail: burnslaw@burnslaw.algxmail.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $500,001 to $1,000,000

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mdb11-17933.pdf

The petition was signed by James A. Winters, representative.


ROMIO'S FRANCHISE: Changes Name to Kebella's Pizza on May 1
-----------------------------------------------------------
Brian Soergel at EdmondsPatch reports that Romio's Franchise
Group, Inc., will become Kebella's Pizza & Pasta on May 1, 2011.
Romio's Franchise filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 10-23208) in Seattle, on Nov. 1, 2010.


ROSEMOUNT NAT'L: Closed; Central Bank Stillwater Assumes Deposits
-----------------------------------------------------------------
Rosemount National Bank, of Rosemount, Minn., was closed on
Friday, April 15, 2011, by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Central
Bank, of Stillwater, Minn., to assume all of the deposits of
Rosemount National Bank.

The sole branch of Rosemount National Bank will reopen on
Saturday, April 16, 2011, as a branch of Central Bank.  Depositors
of Rosemount National Bank will automatically become depositors of
Central Bank.  Deposits will continue to be insured by the FDIC,
so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Rosemount National Bank
should continue to use their existing branch until they receive
notice from Central Bank that it has completed systems changes to
allow other Central Bank branches to process their accounts as
well.

As of Dec. 31, 2010, Rosemount National Bank had approximately
$37.6 million in total assets and $36.6 million in total deposits.
In addition to assuming all of the deposits of the failed bank,
Central Bank agreed to purchase essentially all of the assets.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-877-367-2719.  Interested parties also can
visit the FDIC's Web site at:

     http://www.fdic.gov/bank/individual/failed/rosemount.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $3.6 million.  Compared to other alternatives,
Central Bank's acquisition was the least costly resolution for the
FDIC's DIF.  Rosemount National Bank is the 33rd FDIC-insured
institution to fail in the nation this year, and the first in
Minnesota.  The last FDIC-insured institution closed in the state
was Community National Bank of Lino Lakes, on December 17, 2010.


SANITARY AND IMPROVEMENT: Files Chapter 9 Petition
--------------------------------------------------
Sanitary and Improvement District No. 517 of Douglas County,
Nebraska filed a Chapter 9 petition (Bankr. D. Neb. Case No.
11-80953) on April 15.

The Debtor estimated assets and debts of $1 million to $10 million
in its Chapter 9 petition.

The Debtor filed together with the petition a proposed plan of
adjustment.

SID #517 is a sanitary and improvement district formed pursuant to
the Statutes of the State of Nebraska.  SID #517 was formed on
March 15, 2005 to develop a residential subdivision in Douglas
County to be known as "The Hamptons".  SID #517 paid for the cost
of the public improvements in The Hamptons subdivision, such as
streets, sewers, water lines, electrical and gas mains, and storm
and sanitary sewers by issuing capital outlay warrants which were
subsequently sold to investors.  The Hamptons subdivision as
currently platted contains 107 buildable single family lots.  The
Hamptons subdivision is owned and developed by The Hamptons Land
Development, a Nebraska limited liability company.

According to the explanatory disclosure statement, SID #517 will
have outstanding construction fund liabilities as of Dec. 31, 2010
of $7,252,693 of which $6,037,693 is outstanding construction/bond
fund warrants with accrued interest; and $1,195,000 in general
obligation bond debt.  As of March 31, 2010, SID #517 had cash and
investments of $1,821,899.  The District also has special
assessments receivable of $872,446.  The 2010 actual value for tax
purposes of all property in SID #517 is $20,049,320.  The District
also collects a sewer connection fee of
$3,985 whenever a new home is constructed in the District.  The
District currently has 29 homes built or under construction with
tax valuations ranging from $424,700 to $1,120,000.  The
District has cash and investments together of $1,821,899 in its
bond fund, which is 26.4% of the District's construction fund debt
as of March 31, 2010.  If all 107 single-family lots are
constructed with an average valuation of $660,300 per lot, the
total tax base would be approximately $70,652,100.

The Debtor added in the Disclosure Statement, "The problem in The
Hamptons is an insufficient growth of its tax base, and no real
good indication of when, or even if new construction will begin
and even if so, how fast it will occur and the valuation of the
new homes.  The current valuation is insufficient to meet the
construction/bond fund "warrants" principal and interest payments
and does not allow for the issuance of additional general
obligation bond debt."

The Plan provides that in exchange for all of the warrants, each
warrant holder will be given a Certificate of Indebtedness.

A copy of the Disclosure Statement is available for free at:

          http://bankrupt.com/misc/SAD_Plan_Outline.pdf


SANITARY AND IMPROVEMENT: Chapter 9 Case Summary & Creditors List
-----------------------------------------------------------------
Debtor: Sanitary and Improvement District No. 517 of
        Douglas County, Nebraska,
        c/o Fullenkamp Doyle & Jobeun
        11440 West Center Road, Suite C
        Omaha, NE 68144
        Tel: (402) 334-0700

Bankruptcy Case No.: 11-80953

Chapter 9 Petition Date: April 15, 2011

Court: U.S. Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Brian C. Doyle, Esq.
                  FULLENKAMP DOYLE & JOBEUN
                  11440 West Center Road
                  Omaha, NE 68144
                  Tel: (402) 334-0700
                  Fax: (402) 334-0815
                  E-mail: brian@fdjlaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The petition was signed by Timothy W. Young, chairman.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Hamptons Land Development LLC  Warrant                $804,227
9719 Giles Road
La Vista, NE 68128

Daniel J. Hirschfeld               Warrant                $753,827
3606 4th Avenue
Kearney, NE 68845

The Bank of New York Mellon        Warrant                $552,322
Attn: Orland Quintero
Bond Interest Income Collection
2 Hanson Place, 10th Floor
Brooklyn, NY 11217

RBC Wealth Management              Warrant                $530,976
Attn: P & S Dept.
60 South 6th Street, #1600
Minneapolis, MN 55402-4422

Pershing LLC                       Warrant                $300,432
FFC: Elkhorn Valley Bank
One Pershing Plaza
Jersey City, NJ 07399

Exchange Bank                      Warrant                $274,537
ATTN: Brian Schardt
1204 Allen Drive
Grand Island, NE 68803

Timothy L. ONeill Ttee             Warrant                $229,553

James C. Cripe                     Warrant                $170,518

Howard Drew Ttee                   Warrant                $154,890

DA Davidson & Co Inventory         Warrant                $144,689

Mary L. Traudt Ttee                Warrant                $142,098

Steve Saylan                       Warrant                $142,098

George L. & Dorene N. Butler       Warrant                $113,679

Duane Havrda                       Warrant                $102,311

Joy A. Sommerhalder Ttee           Warrant                 $85,259

Rodney Vandeberg                   Warrant                 $85,259

D A Davidson & Co                  Warrant                 $81,209

Louis A. Rich Ttee Ttee            Warrant                 $80,972

Richard B. Peterson Ttee           Warrant                 $73,891

Tom A. Wiese Ttee                  Warrant                 $68,207


SANSWIRE CORP: Invited by DoD to Conduct Testing of Argus One
-------------------------------------------------------------
Sanswire Corp. has been invited by the U.S. Department of Defense
to conduct flight testing and demonstrations of its Argus One UAV
at the U.S. Army proving ground facility in Yuma, Arizona.  The
Company expects to carry out such flight testing operations and
demonstrations during a two week period in May/June 2011 and plans
on conducting a series of tests ranging from ground based tactical
launch scenarios to both tethered and free flight operations.  The
Company has been working with the DoD to finalize a flight safety
plan relating to such test operations and will set the actual
dates of the testing and demonstrations once such safety plan has
been approved.

Sanswire is working with its technical partner, Eastcor
Engineering, on the continued development and testing of the Argus
One UAV and Eastcor will oversee and carry out the flight testing
and demonstrations in Yuma.  The Company will transport the Argus
One out to Yuma where the airship and its systems will be readied
for flight tests at the Army's facilities and ranges which cover
more than 1,300 square miles of terrain and 2,000 square miles of
restricted airspace.  For these tests, the Argus One will be
operated from a ground station and will be outfitted with a
prototype intelligence, surveillance and reconnaissance package
provided by a leading defense contractor working with Sanswire and
Eastcor on the project.  Additionally, the Company plans to fly
the Argus One with a tracking and monitoring system provided by
Global Telesat Corp.  The ISR and tracking systems will be
integrated into Argus One's pod bay located at the front of the
airship, which can be attached or removed easily for rapid
tactical launch scenarios and ease of mobilization.

Glenn Estrella, CEO of Sanswire stated "While we are conducting
flight testing of the Argus One airship in Easton, MD where it was
developed, Yuma will be our first chance to conduct untethered
flight tests and demonstrations.  We believe the Yuma tests will
be critical to the further advancement of our Argus One UAV and
the readying of the platform for real-life operations.  Our
collaboration with not only Eastcor but with GTC and our other
partners at Yuma represents yet another step towards the
commercialization of our integrated UAV solution."

Sanswire's Chairman Michael Clark added, "We are excited by the
opportunity to test fly the Argus One at the Yuma proving grounds
facility and we look forward to showcasing the Argus One's
capabilities to potentially interested parties."

The U.S. Army's Yuma proving grounds facility has the
infrastructure for complete, realistic testing of nearly all
weapon systems in the ground combat arena.  It is well equipped
for a wide variety of commodity areas, including artillery, manned
and unmanned aviation systems, armor, tactical vehicle, electronic
countermeasure, and air delivery testing, making it an invaluable,
cost effective resource for invited developers of military
equipment.

                       About Sanswire Corp.

Aventura, Fla.-based Sanswire Corp. develops, markets and sells
autonomous, lighter-than-air unmanned aerial vehicles capable of
carrying payloads that provide persistent security solutions at
low, mid and high altitudes.  The Company's airships are designed
for use by government-related and commercial entities that require
real-time intelligence, surveillance and reconnaissance support
for military, homeland defense, border and maritime missions.

The Company reported a net loss of $9.79 million on $250,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $9.41 million on $0 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $36,247 in
total assets, $19.39 million in total liabilities and
$19.36 million in total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditor noted that the Company has experienced
significant losses and negative cash flows, resulting in decreased
capital and increased accumulated deficits.


SEAHAWK DRILLING: Proposes $2.3MM Bonus Package for Execs
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that on the eve of Seahawk
Drilling Inc.'s bankruptcy sale to a competitor, company
executives are proposing to pay themselves bonuses as a reward for
putting together such a quick deal.  Seahawk Drilling has asked a
Texas bankruptcy judge to approve a $2.3 million bonus package
that the company plans to split among its top executives and
lower-ranking workers who took on extra duties throughout the
company's Chapter 11 bankruptcy, a process the company used to
sell itself to rival Hercules Offshore Inc.  That deal was valued
at about $176 million when it received court approval earlier this
month.  "Despite the economic and operational challenges faced by
the company, the [employees] remained focused on their work and
made significant contributions to the due diligence process
carried out in a short time frame in this case," the company said
in papers filed Wednesday.

                       About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Johnathan Christiaan Bolton,
Esq., at Fullbright & Jaworkski L.L.P., serve as the Debtors'
bankruptcy counsel.  Jordan, Hyden, Womble, Culbreth & Holzer,
P.C., serves as the Debtors' co-counsel.  Alvarez and Marsal North
America, LLC, is the Debtors' restructuring advisor.  Simmons And
Company International is the Debtors' transaction advisor.
Kurtzman Carson Consultants LLC is the Debtors' claims agent.
Judy A. Robbins, U.S. Trustee for Region 7, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
of Seahawk Drilling Inc. and its debtor-affiliates.  Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors
committee.

The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.  The purchase price for the Acquisition
will be funded by the issuance of roughly 22.3 million shares of
Hercules Offshore common stock and cash consideration of $25
million, which will be used primarily to pay off Seahawk's Debtor-
in-Possession loan.   The number of shares of Hercules Offshore
common stock to be issued will be proportionally reduced at
closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.  Closing of
the deal is expected to occur on or about April 20, 2011.


SEQUOIA PARTNERS: Replaces Michael Bird in Creditors' Committee
---------------------------------------------------------------
The U.S. Trustee for Region 18 amended the appointment of the
Official Committee of Unsecured Creditors in Sequoia Partners,
LLC's bankruptcy cases as to remove Michael Bird and add C. Robert
Suess.

The members of the Committee are:

1. Huges, Rote, Brouhard & Thorpe, LLP, chairperson
   Attn: Frank C. Rote, III
   612 NW 5th Street
   Grants Pass, OR 97526
   Tel: (541) 479-2678
   Fax: (541) 479-7485
   E-mail: frank.rote@southernoregonlawyer.com

2. C Hillebrand Ranch Corp
   Attn: Joseph E. Kellerman
   717 Murphy Road
   Medford, OR 97504
   Tel: (541) 779-8900
   Fax: (541) 773-2635
   E-mail: jek@roguelaw.com

3. Troon Golf, L.L.C.
   Attn: Jeffrey L. Hansen
   15044 N Scottsdale Rd., Suite 300
   Scottsdale, AZ 85254
   Tel: (480) 477-0439
   Fax: (480) 477-0639
   E-mail: jhansen@troongolf.com

4. Clearwater Technologies, LLC
   Attn: Brian Thompson
   111 Haines Lane
   Merlin, OR 97532
   Tel: (541) 471-6226
   Fax: (541) 476-7748
   E-mail: Brian@clrwtech.com

5. Westfair Associates
   Attn: C. Robert Suess
   1183 W 15th Avenue
   Eugene, OR 97402
   Tel: 541-683-2096
   Fax: 541-683-1164

The U.S. Trustee is represented:

     Ronald C. Becker, Esq.
     Office of the United States Trustee
     Wayne E. Morse Federal Courthouse
     405 East Eighth Avenue, Room 1100
     Eugene, OR 97401
     Tel: (541) 465-6330

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated assets at $50 million to $100 million and debts at
$10 million to $50 million.


SMITHVILLE CROSSING: Southport, N.C. Shopping Center in Ch. 11
--------------------------------------------------------------
Wayne Faulkner at StarNews Online reports that Smithville Crossing
LLC, owner of the Smithville Crossing shopping center in
Southport, North Carolina, is in Chapter 11 bankruptcy.

According to the report, the filing listed Glenn Richardson Jr. as
debtor.  Mr. Richardson is registered agent of the limited
liability company.  "Mr. Richardson intends to retain the property
and continue to operate it," Mr. Richardson's attorney said.  The
Chapter 11 filing "will not affect businesses (at the center) in
any way," said George Oliver of Oliver & Friesen in New Bern.

Mr. Faulkner says BB&T initiated foreclosure proceedings in
Brunswick County Superior Court before Smithville Crossing filed
for Chapter 11.  Before the filing, Rialto Real Estate Fund of
Tampa bought the first note from BB&T, Mr. Oliver said, and it is
listed as being owed $4.63 million.  BB&T retained the second and
third notes, he added.

Smithville Crossing has struggled to attract tenants amid the
economic downturn, according to StarNews.

Smithville Crossing, LLC, filed a Chapter 11 petition (Bankr. E.D.
N.C. Case No. 11-02573) on April 1, 2011.  George M. Oliver, Esq.,
at Oliver & Friesen, PLLC, in New Bern, North Carolina, serves as
counsel to the Debtor.  The Debtor estimated assets and debts of
$1,000,001 to $10,000,000 as of the Chapter 11 filing.

A case summary for Smithville Crossing was published in the
April 5, 2011 edition of the Troubled Company Reporter.


SOUTHLAKE AVIATION: Wants Case Dismissed After Recovering Jet
-------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Southlake Aviation LLC is seeking to drop its Chapter
11 bankruptcy case now that its $40 million jet is in Savannah,
Georgia.

Southlake Aviation, owned by Texas millionaire David Disiere,
filed for Chapter 11 protection after finding out its leased jet
had been seized in early February by Congo officials who thought
its occupants were smuggling gold.  According to DBR, citing court
filings, the bankruptcy filing was meant to help the company
regain control over the plane, which had been leased to CAMAC
Aviation.

DBR relates Southlake Aviation spokesman Dan Allen called it a
"you-can't-make-this-up kind of nightmare."

"When they filed, [the jet] was in a foreign country under the
control of armed guards," he told The Wall Street Journal's
Bankruptcy Beat on Tuesday.

Irving, Texas-based Southlake Aviation, LLC, owns Gulfstream
Aerospace G-IV, Gulfstream Aerospace G-V and Cessna 550 which it
leases out for private use.  Southlake Aviation filed for Chapter
11 bankruptcy protection on March 30, 2011 (Bankr. N.D. Tex. Case
No. 11-32035).  Linda S. LaRue, Esq., and Michael J. Quilling,
Esq., at Quilling, Selander, Cummiskey & Lownds, serve as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $50 million to $100 million.


STAFFORD FURNITURE: Sports Center's Future Puts in Limbo
--------------------------------------------------------
Bill Freehling at The Free Lance-Star reports that the Sports
Booth Athletic Center in Stafford County, Virginia, is caught in
the middle of a legal dispute involving the building's landlord.

According to the report, the Sports Booth's future at the center,
which is near the Stafford Regional Airport, is unclear due to a
dispute among the Fairfax County landlords that has led to
foreclosure proceedings and a bankruptcy filing, said Sports Booth
President and CEO Craig Boothe.  The facility is owned by Fairfax-
based Stafford Furniture Deliveries LLC.  A foreclosure auction
was scheduled for the complex last week, but a last-minute Chapter
11 bankruptcy filing by Stafford Furniture led to the auction
being called off.

The Free Lance-Star says CB Richard Ellis is listing the property
for sale for $4.72 million.  The listed agents for the commercial
real estate firm could not be reached for comment.  Mr. Boothe
said he signed a 10-year lease on the facility not long before
opening, but it's unclear what would happen to that agreement if
the complex is sold.

Based in Vienna, Virginia, Stafford Furniture Deliveries LLC filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 11-
12278) on March 29, 2011.  Judge Stephen S. Mitchell presides over
the case.  Eugene W. Policastri, Esq., at Bromberg Rosenthal
LLP, represents the Debtor.  The Debtor estimated both assets and
debts of between $1 million and $10 million.


STATION CASINOS: Affiliates File for Ch. 11 for Green Valley Sale
-----------------------------------------------------------------
Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code on April 12,
2011, with the U.S. Bankruptcy Court for the District of Nevada
(Reno).

The April 12 Debtors filed a prepackaged plan of reorganization
together with their Chapter 11 petitions in order to reorganize
debts and consummate the sale of the Green Valley Ranch Resort,
Spa & Casino to a group of buyers led by the Fertitta family.

Green Valley Resort will be purchased by Station Casinos LLC, an
entity formed to acquire most of the properties and assets
previously owned by debtor-in-possession Station Casinos, Inc.,
for $500 million through a prepackaged plan of reorganization.
The GVR Plan, according to a company statement in late March,
will result in Green Valley Ranch Resort becoming a wholly owned
subsidiary of New Station.  More than 90% of the dollar amount
and a majority of the holders of the first lien debt of Green
Valley have agreed to support the GVR Plan.

Green Valley is a joint venture owned in equal shares by GV Ranch
and GCR Gaming, and GV Ranch is a wholly owned subsidiary of SCI.
GCR Gaming is a non-debtor owned by affiliates of the Greenspun
family of Las Vegas, Nevada.  Green Valley is managed by GV Ranch
pursuant to the terms of the Operating Agreement among Green
Valley, GV Ranch and GCR Gaming dated as of March 10, 2000.

Financing for the purchase will include a new credit facility,
according to papers Station Casinos filed with the court in late
March.  Fertitta Entertainment will manage Green Valley Ranch
Resort under a long-term management agreement and all of the
existing employees at the property will be retained.

According to Station Casinos, the bankruptcy of the April 12
Debtors will be concluded by the end of the second quarter of
2011.

             Terms under the Joint Pre-pack Plan

The proponents of the Joint Plan are classified into three
groups: the "Subsidiary Debtors," the "Aliante Debtors" and
Green Valley Ranch Gaming, LLC:

  (1) Subsidiary Debtors:

         * Auburn Development, LLC
         * Boulder Station, Inc.
         * Centerline Holdings, LLC
         * Charleston Station, LLC
         * CV HoldCo, LLC
         * Durango Station, Inc.
         * Fiesta Station, Inc.
         * Fresno Land Acquisitions, LLC
         * Gold Rush Station, LLC
         * Green Valley Station, Inc.
         * GV Ranch Station, Inc.
         * Inspirada Station, LLC
         * Lake Mead Station, Inc.
         * LML Station, LLC
         * Magic Star Station, LLC
         * Palace Station Hotel & Casinos, Inc.
         * Past Enterprises, Inc.
         * Rancho Station, LLC
         * Santa Fe Station, Inc.
         * SC Durango Development LLC
         * Sonoma Land Holdings, LLC
         * Station Holdings, Inc.
         * STN Aviation, Inc.
         * Sunset Station, Inc.
         * Texas Station, LLC
         * Town Center Station, LLC
         * Tropicana Acquisitions, LLC
         * Vista Holdings, LLC

  (2) Aliante Debtors

         * Aliante Holding, LLC
         * Aliante Station LLC
         * Aliante Gaming, LLC

  (3) Green Valley Ranch Gaming, LLC

One of the principal purposes of the Joint Plan will be to
effectuate the New Opco Purchase Agreement with respect to the
Subsidiary Debtors.  The Joint Plan also provides for the  sale
of substantially all of  the assets of GVR.  Additionally,
pursuant to the Joint Plan, the Aliante Lenders will receive a
combination of new equity and new secured debt in Reorganized
Aliante Gaming, in full satisfaction of their secured claims.

The Joint Plan is supported by all of the members of an informal
steering committee of GVR First Lien Lenders and certain other
GVR First Lien Lenders, who are collectively owed $514,875,000 in
principal amount, plus interest and costs of not less than
$25,790,925.  Pursuant to the GVR Lender Plan Support Agreement,
GVR paid a $5,000,000 restructuring fee to the GVR First Lien
Administrative Agent for distribution to the Consenting GVR
Lenders on a pro rata basis.

                 Terms of the GVR Purchaser Bid

The key terms of GVR Purchaser's bid are:

  Consideration:           (a) $500,000,000 in cash plus, if
                           applicable, an amount in cash equal
                           to the "May Ticking Fee," an amount
                           in cash equal to the "June Ticking
                           Fee," and an amount in cash equal to
                           the "Gaming Delay Extension Fee" to
                           be paid to the GVR First Lien
                           Administrative Agent for distribution
                           Pro Rata to the GVR First Lien
                           Lenders at the Closing, and (b) the
                           assumption of the Assumed
                           Liabilities, as defined in the GVR
                           Purchase Agreement.

  Ticking Fees:            If the Closing has not occurred by
                           April 30, 2011, then as of May 1,
                           2011, an amount equal to $750,000
                           will be added to the Purchase Price,
                           and (b) if the Closing has not
                           occurred by May 31, 2011, then as of
                           June 1, 2011, an amount equal to
                           $1,000,000 will be added to the
                           Purchase Price.

  Gaming Delay
  Extension Fee:           If the Closing has not occurred by
                           June 30, 2011 and Purchaser elects to
                           extend the Termination Date, then as
                           of July 1, 2011, an amount equal to
                           the product of (a) the number of days
                           included in the extension period
                           elected by the GVR Purchaser times
                           (b) $33,333.33 will be added to the
                           Purchase Price.

  Deposit:                 $12,500,000

  GVR Lender Plan
  Support Agreement:       Holders of not less than two-thirds
                           in principal amount of face value of
                           GVR First Lien Claims that also
                           constitute more than one-half in
                           number of the holders of GVR First
                           Lien Claims entered into a plan
                           support agreement that became
                           effective on March 9, 2011, which
                           date will be referred to as the
                           "Effective Date" of the GVR Lender
                           Plan Support Agreement.

                   Aliante Restructuring

Starting in May 2010, Aliante Gaming undertook an independent and
thorough canvassing of the market for potential purchasers of
substantially all its assets and managers of Aliante Gaming's
business.  The bidding and solicitation process was suspended in
September 2010 after discussions with a steering committee for
the Aliante Lenders whose secured claims greatly exceeded any of
the acquisition proposals and who expressed an unwillingness to
provide any form of take-back financing.

After the sale process was halted, the Aliante Debtors engaged in
negotiations with the Aliante Lenders regarding a restructuring
transaction whereby the Aliante Lenders would acquire the assets
and equity of Aliante Gaming on account of their senior secured
indebtedness.  During this time, the Aliante Lenders also engaged
in negotiations with Fertitta Entertainment regarding the terms
pursuant to which an affiliate of Fertitta Entertainment would
manage Aliante Gaming on an interim or transitional basis.  These
negotiations culminated in an agreement to enter into a series of
restructuring transactions pursuant to which the Aliante Lenders
would receive new equity and new debt of Reorganized Aliante
Gaming, with management services to be provided by FG.

The transactions contemplate these terms:

  (a) Reorganized Aliante Gaming will enter into an amended
      Aliante Gaming operating agreement to, among other things,
      establish the terms and rights of shares of new Aliante
      equity to be issued upon the effective date of the Joint
      Plan.

  (b) Reorganized Aliante Gaming will issue the New Aliante
      Equity to Holders of Allowed Class AGL.1 Claims or their
      designees.  Each Holder of an Allowed Class AGL.1 Claim
      will receive their Pro Rata share of (i) 100% of the New
      Aliante Equity and (ii) 100% of the New Secured Aliante
      Debt.

  (c) Each Holder of an Allowed Class AGL.1 Claim may elect to
      exchange its New Aliante Equity for New Secured Aliante
      Debt, or New Secured Aliante Debt for New Aliante Equity.
      After solicitation but before the Aliante Effective Date,
      Aliante Gaming, in consultation with the Aliante
      Administrative Agent and the Aliante Consenting Lenders,
      will determine the extent to which the exchanges are
      possible.

  (d) All of the property of Aliante Gaming and all of the
      Transferred Aliante Hotel Assets will be conveyed,
      assigned, transferred and delivered to Reorganized Aliante
      Gaming in accordance with the terms and conditions of the
      Aliante Transfer Agreement.

  (e) Reorganized Aliante Gaming will enter into the New Aliante
      Credit Agreement providing for $45.0 million in senior
      secured financing, the New Aliante IP License Agreement,
      the Amended Aliante Gaming Operating Agreement and the
      Aliante Transfer Agreement.

  (f) Reorganized Aliante Gaming and Fertitta Entertainment will
      enter into the New Aliante Management Agreement.

                    GVR Liquidation Analysis

The Liquidation Analysis for GVR estimates that there will be
approximately $514.9 million outstanding on account of the GVR
First Lien Term Loan plus accrued and unpaid interest, costs,
fees and expenses under the GVR First Lien Credit Agreement of
not less than $31.0 million based on outstanding claims as of
February 28, 2011.  The Liquidation Analysis assumes that holders
of GVR First Lien Allowed Claims have valid and perfected first
priority liens on all or substantially all of GVR's assets and
the proceeds thereof.

GVR estimates that it owes up to approximately $57.2 million on
account of the GVR First Lien Swap Agreement based on outstanding
claims as of February 28, 2011.  The Liquidation Analysis assumes
that holders of GVR First Lien Swap Claims also have valid and
perfected first priority liens on all or substantially all of
GVR's assets and the proceeds thereof.

GVR estimates that there will be approximately $250 million
outstanding on account of the GVR Second Lien Term Loan, plus
accrued and unpaid prepetition interest, costs, fees, and
expenses under the GVR Second Lien Credit Agreement of
approximately $17.2 million based on outstanding claims as of
Dec. 31, 2010.  The Liquidation Analysis assumes that holders
of GVR Second Lien Term Loan Claims have second priority liens on
all or substantially all of GVR's assets and the proceeds
thereof.  Because holders of GVR First Lien Allowed Claims are
not paid in full, there are insufficient Liquidation Proceeds for
holders of GVR Second Lien Term Loan Claims to obtain any
recovery in a Chapter 7 liquidation.

GVR estimates that there will be approximately $1.9 million
outstanding on account of Other Secured Claims based on
outstanding claims as of Dec. 31, 2010.  Holders of allowed
Other Secured Claims will receive the collateral securing their
claim, their claims will be reinstated or they will otherwise be
rendered unimpaired.

GVR estimates that there will be approximately $16.8 million
outstanding on account of General Unsecured Claims based on
outstanding claims as of Dec. 31, 2010.  The Liquidation
Analysis does not attempt to estimate potential additional
General Unsecured Claims that may arise as a result of GVR's
rejection of executory contracts and leases as a result of the
sale and wind-down of operations.  There are insufficient
Liquidation Proceeds for holders of General Unsecured Claims to
obtain any recovery in a Chapter 7 liquidation.

                    Aliante Liquidation Analysis

The Aliante Debtors estimate that there will be approximately
$359.6 million outstanding on account of the Aliante Credit
Agreement plus accrued and unpaid interest, costs, fees and
expenses under the Aliante Credit Agreement of approximately
$50.1 million based on outstanding claims as of February 28,
2011.

The Aliante Debtors estimate that they owe up to approximately
$18.9 million on account of the Aliante Swap Agreement based on
outstanding claims as of February 28, 2011.  The Liquidation
Analysis assumes that holders of Aliante Credit Agreement Claims
and Aliante Swap Claims have valid and perfected first priority
liens on all or substantially all of Aliante Gaming's assets and
the proceeds thereof.

The Aliante Debtors estimate that there will be approximately
$5.1 million outstanding on account of Other Secured Claims based
on outstanding claims against the Aliante Debtors as of
Dec. 31, 2010.  Holders of allowed Other Secured Claims will
receive the collateral securing their claim, their claims will be
reinstated or they will otherwise be rendered unimpaired.

The Aliante Debtors estimate that there will be approximately
$4.8 million outstanding on account of General Unsecured Claims
based on outstanding claims against the Aliante Debtors as of
Dec. 31, 2010.  The Liquidation Analysis does not attempt to
estimate potential additional General Unsecured Claims that may
arise as a result of the Aliante Debtors' rejection of executory
contracts and leases as a result of the sale and wind-down of
operations.  There are insufficient Liquidation Proceeds for
holders of General Unsecured Claims to obtain any recovery in a
Chapter 7 liquidation.

                    Aliante Financial Projections

                              Fiscal Years Ending
                ------------------------------------------------
                12/31/10  12/31/11  12/31/12  12/31/13  12/31/14
                ------------------------------------------------
Gross Revenues    $76,058   $79,219   $82,387   $86,507   $90,832
Operating costs
  and Expenses    68,205    71,376    73,027    74,966    76,960
                ------------------------------------------------
EBITDAM            $7,854    $7,842    $9,360   $11,541   $13,872

Maintenance
Capital
Expenditures            -     3,000     3,500     4,000     4,000

Full-text copies of the Joint Plan, the disclosure statement, and
plan exhibits are available for free at:

             http://ResearchArchives.com/t/s?75a0

The April 12 Debtors asked Judge Gregg Zive to set a combined
hearing to consider the approval of the Joint Plan and Disclosure
Statement at May 25 and the objections deadline at May 16.
Joint Administration Requested

Station Casinos, Inc.'s subsidiaries who filed Chapter 11 cases
on April 12, 2011, seek an order from the Court:

  (a) directing the joint administration of their Chapter 11
      Cases for procedural purposes only with each other, and
      with the pending jointly administered SCI Cases;

  (b) directing the Clerk of the Court to maintain a single
      docket for the jointly administered cases with the SCI
      Cases;

  (c) approving the use of a consolidated caption for the
      jointly administered cases;

  (d) upon joint administration, adopting and applying certain
      orders entered in SCI's and the previous Debtors' Chapter
      11 cases;

  (e) directing that the U.S. Trustee not convene a meeting
      pursuant to Section 341(a) of the Bankruptcy Code.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: U.S. Govt. Appeals No Tax Liability Ruling
-----------------------------------------------------------
The United States Government appeals from the March 24, 2011
order entered by the U.S. Bankruptcy Court for the District of
Nevada determining that the Debtors have no federal tax liability
arising as a consequence of the consummation of their confirmed
Plan of Reorganization and the related approved Restructuring
Transactions.

The Government also elects to have the Appeal heard by the
District Court rather than the Bankruptcy Appellate Panel.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 on April 12, 2011.  First to file
among the April 12 Debtors was Auburn Development, LLC (Bankr. D.
Nev. Case No. 11-51188).  The April 12 Debtors filed a prepackaged
plan of reorganization together with their Chapter 11 petitions in
order to reorganize debts and consummate the sale of the Green
Valley Ranch Resort, Spa & Casino to a group of buyers led by the
Fertitta family.


SUPERIOR BANCORP: Delays 10-K Report; Has Nasdaq Non-Compliance
---------------------------------------------------------------
Robin Sidel, writing for The Wall Street Journal, reports that
Superior Bancorp has been trying to dig itself out of a hole for
months.  The regional bank has spent much of the year scouring the
industry for fresh capital due to big credit problems that are
partly tied to previous acquisitions it made in Florida.  There
have been few takers so far, although a number of banks and
private-equity firms have conducted due diligence on Superior's
books, according to people familiar with the situation.

Superior has $3.2 billion in assets and more than 70 branches that
stretch from Alabama to Florida.

Superior has not filed its annual report on Form 10-K for the year
ended Dec. 31, 2010.  In a regulatory filing on April 1, Superior
said it has been unable to complete its financial statements for
the fiscal year ended Dec. 31, 2010 due to, among other things,
the Company having determined that a material weakness existed in
its disclosure controls and procedures related to the untimely
receipt and review of updated appraisals on impaired assets and
the inadequate periodic review of impairment measures between
required re-appraisal dates to determine and record further
declines in value.  Superior will be unable to complete its
financial statements for the year ended Dec. 31, 2010, until
improvements in controls over appraisal ordering, processing and
reporting and other steps related to the management of credit
administration and problem assets are completed.

On April 8, Superior said it has received a letter from The NASDAQ
Stock Market stating that the Corporation is not in compliance
with NASDAQ Listing Rule 5250(c)(1) because Superior did not
timely file its Annual Report.  This notification has no effect on
the listing of Superior's common stock at this time.

Superior received a prior notification from NASDAQ on Nov. 17,
2010, advising that the Corporation no longer complies with the
$1.00 minimum bid price requirement for continued listing on the
NASDAQ Global Market as set forth in NASDAQ Listing Rule
5450(a)(1).

Superior has 60 calendar days to submit a plan to regain
compliance, and if NASDAQ accepts the plan, NASDAQ can grant an
exception of up to 180 calendar days from the Form 10-K's due
date, or until Sept. 27, 2011 to regain compliance.  Superior has
until May 16, 2011, to regain compliance with the minimum bid
price continued listing requirement.  If Superior does not regain
compliance by May 16, 2011, Superior may be permitted to transfer
its common stock to the NASDAQ Capital Market if its common stock
satisfies all criteria for continued listing on that market.

According to the Journal, Tom Jung, head of investor relations for
the bank, declined to comment on the company's prospects.

                      About Superior Bancorp

Superior Bancorp (NASDAQ: SUPR) is a $3.0 billion thrift holding
company headquartered in Birmingham, and the second largest bank
holding company headquartered in Alabama.  The principal
subsidiary of Superior Bancorp is Superior Bank, a southeastern
community bank that currently has 73 branches, with 45 locations
throughout the state of Alabama and 28 locations in Florida.
Superior Bank also operates 23 consumer finance offices in North
Alabama as 1st Community Credit and Superior Financial Services.

On Sept. 3, 2010, Superior Bancorp entered into a second
modification and limited waiver agreement related to a
$5.9 million outstanding on its line of credit with a regional
bank.  The Agreement extends the maturity date to Nov. 3, 2010,
and provides a limited waiver of certain rights and covenants
under the original loan agreement.

In addition, Superior Bancorp has deferred regularly scheduled
interest payments on all issues of its junior subordinated
debentures relating to its five different issues of trust
preferred securities aggregating $118 million in principal amount
currently outstanding.  During the deferral period, the trusts
will likewise suspend the declaration and payment of dividends on
the trust preferred securities.  The terms of the junior
subordinated debentures and the related documents governing the
respective issues of trust preferred securities contemplate the
possibility of such deferrals and allow Superior Bancorp to defer
payments without default or penalty.  The deferrals are for up to
five years.

On Nov. 4, 2010, Superior Bancorp and its principal operating
subsidiary, Superior Bank, entered into agreements with the Office
of Thrift Supervision, their primary regulator, to continue taking
actions to strengthen their financial condition and operations.

At Sept. 30, Superior Bancorp had $3.166 billion in total assets
and $3.151 billion in total liabilities


SUPERIOR BANK: Closed; Superior Bank NA Assumes All Deposits
------------------------------------------------------------
Superior Bank of Birmingham, Ala., was closed on Friday, April 15,
2011, by the Office of Thrift Supervision, which appointed the
Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Superior Bank, N.A., of Birmingham,
Ala., a newly-chartered bank subsidiary of Community Bancorp LLC
of Houston, Texas, to assume all of the deposits of Superior Bank.

The 73 branches of Superior Bank will reopen during their normal
business hours beginning Saturday, April 16, 2011, as branches of
Superior Bank, N.A.  Depositors of Superior Bank will
automatically become depositors of Superior Bank, N.A.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.
Customers of Superior Bank should continue to use their existing
branch.

As of Dec. 31, 2010, Superior Bank had approximately $3.0 billion
in total assets and $2.7 billion in total deposits.  In addition
to assuming all of the deposits of the failed bank, Superior Bank,
N.A. agreed to purchase essentially all of the assets.

The FDIC and Superior Bank, N.A. entered into a loss-share
transaction on $1.84 billion of Superior Bank's assets.  Superior
Bank, N.A. will share in the losses on the asset pools covered
under the loss-share agreement.  The loss-share transaction is
projected to maximize returns on the assets covered by keeping
them in the private sector.  The transaction also is expected to
minimize disruptions for loan customers.  For more information on
loss share, please visit:

   http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-640-2538.  Interested parties also can
visit the FDIC's Web site at:

     http://www.fdic.gov/bank/individual/failed/superior_al.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $259.6 million.  Compared to other alternatives,
Superior Bank, N.A.'s acquisition was the least costly resolution
for the FDIC's DIF.  Superior Bank is the 32nd FDIC-insured
institution to fail in the nation this year, and the second in
Alabama.  The last FDIC-insured institution closed in the state
was Nexity Bank of Birmingham also on April 15.


SUSTAINABLE ENVIRONMENT: Sees $2.3MM in Sales From DIW for 2011
---------------------------------------------------------------
Sustainable Environmental Technologies Corp. shared details and
initial results of its new corporate strategy, appointed an
interim Chairman of the Board and announced it was on track to
exceed its revenue projections at its annual shareholder meeting
on April 6.  SET Corp's new business plan and the strategic
acquisition of Pro Water have repositioned the company for growth
and helped the company make measurable progress overcoming
significant issues faced during the year.

               Pro Water Injection Well Acquisition

Formerly known as RG Global, SET Corp obtained the financing
necessary to reduce urgent Company debt and purchase Pro Water and
its Blue Bench Deep Injection Well
(http://www.setcorporation.us/hbd/?page_id=29)(DIW), which
provides produced water treatment that solves environmental issues
at a reduced cost.  In 2010, Pro Water became a viable business
with a reasonable income stream, and the original investor reverse
merged Pro Water into SET Corp on July 7, 2010.

SET Corp has redesigned the Blue Bench DIW to automate it,
increase production capacity to 8,000 barrels per day and allow
operation during the winter months.  SET Corp is finalizing plans
to develop a multi-acre facility that will serve as a showplace
for potential customers and a technology incubator that will
efficiently test, develop and implement current and newly acquired
"best in class" technologies.

                      Corporate Reorganization

As part of the corporate reorganization, the Company changed its
name from RG Global Lifestyles to Sustainable Environmental
Technologies Corporation, commonly referred to as "SET Corp," and
the ticker was changed from RGBL to SETS.  All prior business
aspects, ventures or investments of the former company were
terminated except for DynIX
(http://www.setcorporation.us/hbd/?page_id=27),a superior dynamic
ion exchange wastewater treatment system.

The decision to further invest in DynIX was based on a complete
redesign of its business model.  Going forward, SET plans to take
a more flexible and cost-effective approach, constructing water
treatment systems in portable shipping containers so they can be
moved to another site when demand changes.

SET Corp anticipates President Obama's recently announced Better
Buildings Initiative will help fuel demand for its MultiGen
(http://www.setcorporation.us/hbd/?page_id=36)combined heating,
cooling, power and water generating (CCHP + H2O) technology in the
coming years. Through its MultiGen business, the Company is
positioned well to provide commercial and industrial buildings,
schools, colleges and hospitals with comprehensive energy use
audits and the provision of CCHP solutions to help facilities
achieve cost savings in an environmentally sound manner.

SET Corp's technology offerings distinguish its new strategy and
demonstrate its commitment to "Sustainability Realized," the new
SET Corp tagline that promotes the concept of providing
environmentally friendly, sustainable products that provide needed
benefits.  SET Corp's patents cover technologies used in the
following product families:

DynIX: Patented dynamic ion exchange water treatment or pre-
treatment system for oil and gas production wastewater

MultiGen: Commercial cooling, heating, power and water generation

Never Dry: Domestic water and cold air generation

Blue Bench: An advanced Deep Injection Well and produced water
treatment facility

                       Financial Projections

SET Corp had projected $2.3 million in sales from its DIW for
2011.  Actual DIW sales for 2011 are on track to be $3.1 million.
SET Corp is projecting combined 2011 and 2012 MultiGen revenue of
$14.1 million . The company projects MultiGen revenue to increase
to $49.5 million by 2015, with the 75% of sales originating in
Australasia.

During the meeting, SET's Australian distributor, World
Environmental Solutions, noted $20 million in "tenders" or
potential sales in the 2011 sales pipeline.  While the Company is
optimistic regarding these opportunities, the $20 million is not
projected 2011 revenue.  SET Corp anticipates that some of these
potential sales may roll into 2012 while others may not be awarded
to SET Corp.

"We're pleased with the fact that we are exceeding our DIW revenue
projections for 2011 and even our five-year revenue goal which was
originally set at $3.1 million," said Keith Morlock, SET Corp VP
of Business Development.  "The Introduction of our MultiGen line
has created great interest within the industry that has resulted
in a flurry of RFPs from potential customers to fill our sales
pipeline.  With our new product lines and business strategy, we
are making steady progress on achieving and exceeding each of our
goals."

             Interim Chairman of the Board Appointed

SET Corp. named Bill Ball as its interim Chairman of the Board of
Directors as it seeks a replacement for Grant King, who will take
on the role of VP of Australasia investment opportunities for SET
Corp.  Ball has nearly 50 years of engineering, sales, management
and executive experience within the oil and gas industry, with
particular strength in growth and development for environmental
products and engineering companies.

"We believe Bill's understanding of the industry and our corporate
vision will be invaluable in our business development efforts,"
said Bob Glaser, SET Corp CEO.  "Bill is well known within the oil
and gas industry as an engineer and successful executive who has
developed technologies that continue to set the standard for oil
and water treatment.  Having built his own engineering design and
consulting company from scratch into a highly respected multi-
million dollar firm, he will be a tremendous asset as we lay the
next building blocks of SET Corp's business strategy."

Bill Ball noted, "My diversified background has honed my ability
to provide the direction to positively affect SET Corp's future.
It is poised for growth on multiple fronts and I am eager to
assist in overseeing the crafting of SET Corp's business growth
and development strategy."

Ball is founder of High-Tech Consultants, Inc., an engineering
design and consulting company with a 20-year history of raising
the bar with patented technologies for the oilfield process
equipment and petroleum loading terminal vapor control
specialties.

Previously, he managed a team of more than 800 products and
services personnel for CE Natco, the world's largest oilfield
equipment company.  Prior to that, he was a product development
specialist for Diversified Chemicals Corp, Director of Latin
American Business Development for Koch Industries' John Zink
Division and a consultant to major oil and gas companies for
process and chemicals training.  Ball started his working career
in the mechanical engineering department of EB Hall and Co.

                 About Sustainable Environmental

Upland, Calif.-based Sustainable Environmental Technologies
Corporation (formerly RG Global Lifestyles, Inc.) offers water and
wastewater treatment engineering and construction services.

The Company's balance sheet at Dec. 31, 2010, showed
$3.1 million in total assets, $4.5 million in total liabilities,
and a stockholders' deficit of $1.4 million.


T3 MOTION: Maturity of Immersive's P-Note Extended to April 30
--------------------------------------------------------------
T3 Motion, Inc., on April 8, 2011, entered into an Amendment No. 3
to the promissory note granted by the Company to Immersive Media
Corp. which extended the maturity date to April 30, 2011.  The
amendment also increased the interest rate to 19% per annum,
compounded annually, commencing as of April 1, 2011.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company reported a net loss of $8.32 million on $4.68 million
of net revenues for the year ended Dec. 31, 2010, compared with a
net loss of $6.70 million on $4.64 million of net revenues during
the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $3.58 million
in total assets, $19.25 million in total liabilities, and a
$15.67 million stockholders' deficit.

As reported by the TCR on April 6, 2011, KMJ Corbin & Company LLP,
in Costa Mesa, Calif., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has used substantial amounts of working capital in its
operations since inception, and at Dec. 31, 2010, has a working
capital deficit of $15,057,791 and an accumulated deficit of
$45,120,210.


TASTY BAKING: Amends Rights Agreement With American Stock
---------------------------------------------------------
Tasty Baking Company entered into an amendment with American Stock
Transfer & Trust Company, LLC, to the Rights Agreement between the
Company and Rights Agent, dated as of July 30, 2003.  The Rights
Agreement Amendment amends the Rights Agreement to render it
inapplicable to that certain Agreement and Plan of Merger, dated
as of April 10, 2011, by and among the Company, Flowers Foods,
Inc., a Georgia corporation and Compass Merger Sub, Inc., a
Pennsylvania corporation, and the consummation of the transactions
contemplated by the Merger Agreement, including the tender offer,
Top-Up Option, and merger contemplated thereby.  The Rights Agent
also serves as the transfer agent for the Company's common stock.

A full-text copy of the Amendment No. 1 to Rights Agreement is
available for free at http://is.gd/ibax5i

                    About Tasty Baking Company

Tasty Baking Company (NasdaqGM: TSTY) -- http://www.tastykake.com/
-- founded in 1914 and headquartered in Philadelphia, Pa., is one
of the country's leading bakers of snack cakes, pies, cookies, and
donuts. The company has manufacturing facilities in Philadelphia
and Oxford, Pa. The company offers more than 100 products under
the Tastykake brand name.

The Company reported a net loss of $45.18 million on $171.67
million of net sales for the 52 weeks ended Dec. 25, 2010,
compared with a net loss of $3.39 million on $180.56 million of
net sales for the 52 weeks ended Dec. 26, 2009.

The Company's balance sheet at Dec. 25, 2010 showed $153.84
million in total assets, $170.82 million in total liabilities and
$16.98 million in shareholders' deficit.

PricewaterhouseCoopers LLP, in Philadelphia, Pennsylvania, noted
that that the Company's cumulative losses, substantial
indebtedness that is due June 30, 2011, in addition to its current
liquidity situation, raise substantial doubt about its ability to
continue as a going concern.

                       Forbearance Agreement,
                        Going Concern Doubt

On Jan. 5, 2011, Tasty Baking obtained initial two-week waiver
agreements from several of its creditors, which waived certain
payments that were due and certain financial covenant
requirements.  The Company said it was experiencing extremely
tight liquidity due to (i) certain production difficulties during
the optimization of its new Philadelphia bakery that caused the
Company to not achieve the expected operational cash savings from
this bakery during the fourth quarter of 2010; (ii) the impact of
the recent bankruptcy filing by The Great Atlantic & Pacific Tea
Company, Inc.; and (iii) a sharp rise in commodity costs.

At the conclusion of the two-week waiver period, on Jan. 14, 2011,
the Company entered into arrangements with certain creditors,
including: (i) a Seventh Amendment to the Company's Bank Credit
Facility; (ii) a Forbearance and Amendment Agreement with the
PIDC Local Development Corporation, which also included a new
$2 million loan from PIDC; (iii) a letter agreement with the
Machinery and Equipment Fund of the Department of Community and
Economic Development of the Commonwealth of Pennsylvania, along
with a new $1 million loan from MELF; and (iv) a letter agreement
with the Company's landlords at the Philadelphia Navy Yard for its
bakery and offices.  Also on Jan. 14, 2011, the Company issued
$3.5 million of unsecured 12% promissory notes due Dec. 31, 2011
to a group of accredited investors.

The Creditor Amendments generally permit the Company to delay
certain payments to PIDC, MELF and Liberty Property until June 30,
2011.  The Creditor Amendments also generally provide that the
creditor will waive certain specified defaults, but not any other
defaults that may occur in the future that are not specifically
waived in the Creditor Amendments.  In addition, the Bank
Amendment, among other things, (i) changed the maturity date of
the Bank Credit Facility to June 30, 2011; (ii) reduced the letter
of credit limit to the aggregate amount of letters of credit
currently outstanding, while not permitting the Company to issue
new letters of credit or extend outstanding letters of credit; and
(iii) set new financial covenants, a breach of which could cause a
default to occur prior to June 30, 2011.  The Bank Amendment also
required that the Company engage in a process -- pursuant to an
agreed upon timeline with milestones -- to consummate a sale of
the Company before June 30, 2011 in an amount sufficient to pay
all obligations of the Company under the Bank Credit Facility and
all transaction costs.

The Company has delayed the filing of its 2010 annual report on
Form 10-K.  The Company anticipates that the Form 10-K for fiscal
year ended Dec. 25, 2010, will include an explanatory paragraph
from the Company's independent registered public accounting firm
expressing substantial doubt about the Company's ability to
continue as a going concern.


TAYLOR BEAN: Former CEO Details Failed Scheme to Take TARP Funds
----------------------------------------------------------------
American Bankruptcy Institute reports that the former chief
executive of Taylor, Bean & Whitaker Mortgage Corp. told a jury on
April 13, 2011, about a scheme the mortgage lender undertook, at
the direction of its indicted ex-Chairman Lee Farkas, to lie about
investors so that key business partner Colonial Bank could access
funds from the government's Troubled Asset Relief Program (TARP).

                          About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TBG DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TBG Development I, LLC
        10620 Southern Highlands Parkway, Suite 110-438
        Las Vegas, NV 89141

Bankruptcy Case No.: 11-15615

Chapter 11 Petition Date: April 14, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Kelly J. Brinkman, Esq.
                  GOOLD PATTERSON ALES & DAY
                  4496 S. Pecos Road
                  Las Vegas, NV 89121
                  Tel: (702) 436-2600
                  Fax: (702) 436-2650
                  E-mail: kbrinkman@gooldpatterson.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nvb11-15615.pdf

The petition was signed by Christopher D. Bentley, trustee.


TELETOUCH COMMUNICATIONS: Incurs $942,000 Net Loss in Feb. 28 Qtr.
------------------------------------------------------------------
Teletouch Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $942,000 on $9.35 million of total operating revenue
for the three months ended Feb. 28, 2011, compared with net income
of $753,000 on $16.56 million of total operating revenue for the
same period during the prior year.  The Company also reported a
net loss of $1.87 million on $27.28 million of total operating
revenue for the nine months ended Feb. 28, 2011, compared with net
income of $1.13 million on $41.89 million of total operating
revenue for the same period during the prior year.

The Company's balance sheet at Feb. 28, 2011 showed $17.15 million
in total assets, $27.32 million in total liabilities and $10.17
million in total shareholders' deficit.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/DnJhS7

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.


TELKONET INC: Board OKs Indemnification Pact With R. Mushrush
-------------------------------------------------------------
The Board of Directors of Telkonet, Inc., On November 3, 2010,
appointed the Controller of the Company, Richard E. Mushrush, to
the position of Controller and Acting Chief Financial Officer of
the Company.

Mr. Mushrush, age 42, has served as the Company's Controller since
January 2009.  From 2004 until 2009, Mr. Mushrush served as a
Controller and Business Unit Manager for a division of Illinois
Tool Works.

In addition, on April 13, 2011, the Board of Directors of the
Company authorized the Company to enter into an Indemnification
Agreement with Mr. Mushrush, which will be retroactive to Nov. 3,
2010, the date Mr. Mushrush was appointed to his new position as
Acting Chief Financial Officer of the Company.  The
Indemnification Agreement will be in the form previously approved
by the Board of Directors for the Company's executive officers and
directors, which was included as Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the fiscal year ended Dec. 31,
2009.

In addition, on April 11, 2011, the Company entered into an
Employment Agreement with Jason Tienor for a term commencing as of
April 11, 2011 and expiring on April 10, 2012.  This term will
automatically renew for an additional 12 months unless the parties
mutually agree or the agreement is terminated.  Pursuant to the
terms of the Tienor Employment Agreement, Mr. Tienor will continue
to serve as President and Chief Executive Officer.  Mr. Tienor
will receive a base salary of $200,000 per year and bonuses and
benefits based on the Company's internal policies and
participation in the Company's incentive and benefit plans.

Mr. Tienor has been employed by the Company pursuant to an
employment agreement dated March 16, 2010 and has served as the
Company's President and Chief Executive Officer since December
2007.  Notwithstanding the expiration of his prior employment
agreement, Mr. Tienor continued to be employed and to perform
services pursuant to the terms of his employment agreement pending
completion of a replacement agreement.

On April 11, 2011, the Company entered into an Employment
Agreement with Jeffrey Sobieski for a term commencing as of April
11, 2011 and expiring on April 10, 2012.  This term will
automatically renew for an additional 12 months unless the parties
mutually agree or the agreement is terminated.  Pursuant to the
terms of the Sobieski Employment Agreement, Mr. Sobieski will
continue to serve as Chief Operating Officer.  Mr. Sobieski will
receive a base salary of $190,000 per year and bonuses and
benefits based on the Company's internal policies and
participation in the Company's incentive and benefit plans.

Mr. Sobieski has been employed by the Company pursuant to an
employment agreement dated March 16, 2010 and has served as the
Company's Chief Operating Officer since June 2008.
Notwithstanding the expiration of his prior employment agreement,
Mr. Sobieski continued to be employed and to perform services
pursuant to the terms of his employment agreement pending
completion of a replacement agreement.

                           About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

The Company reported a net loss attributable to common
stockholders of $1.77 million on $11.26 million of total revenue
for the year ended Dec. 31, 2010, compared with net income
attributable to common stockholders of $1.06 million on $10.52
million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $15.55 million
in total assets; $7.43 million in total liabilities; $890,475 in
redeemable preferred stock, Series A; $653,371 in redeemable
preferred stock, Series B; and $6.58 million in total
stockholders' equity.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  RBSM noted that the Company has incurred
significant operating losses in current year and also in the past.


TELTRONICS INC: 530,000 Stock Options of Two Officers Expires
-------------------------------------------------------------
In a Form 5 filing with the U.S. Securities and Exchange
Commission, Ewen R. Cameron, director, president and CEO at
Teltronics Inc., disclosed that he disposed of 500,000 incentive
stock options on Jan. 2, 2011.

In a separate filing, Norman R. Dobiesz, director, Exec. VP
Business Development at Teltronics Inc., disclosed that he
disposed of 30,000 incentive stock options.  The stock options
expired on Dec. 23, 2010.

                       About Teltronics Inc.

Palmetto, Fla.-based Teltronics, Inc. (OTC BB: TELT)
-- http://ww.teltronics.com/-- designs, installs, develops,
manufactures and markets electronic hardware and application
software products, and engages in electronic manufacturing
services primarily in the telecommunication industry.

The Company's balance sheet at Sept. 30, 2010, showed
$10.25 million in total assets, $14.70 million in total current
liabilities, $4.43 million in total long-term liabilities, and a
stockholders' deficit of $8.88 million.


TRANS ENERGY: Reports $17.92 Million Net Income in 2010
-------------------------------------------------------
Trans Energy, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting net income of
$17.92 million on $6.10 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss of $3.21 million on
$5.25 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $40.88 million
in total assets, $23.41 million in total liabilities and $17.47
million in total stockholders' equity.

Maloney + Novotny, LLC, in Cleveland, Ohio, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has generated
significant losses from operations and has a working capital
deficit of $19,699,824 at Dec. 31, 2010.

A full-text copy of the annual report on Form 10-L is available
for free at http://is.gd/aUdqHu

                         About Trans Energy

West Virginia-based Trans Energy, Inc. --
http://www.transenergyinc.com/-- is an independent exploration
and production company focused on exploring, developing and
producing oil and natural gas in the Appalachian Basin.  The
common shares of the Company are listed for trading on the Over
The Counter Bulletin Board under the symbol "TENG".

According to the Troubled Company Reporter on Nov. 9, 2010, Trans
Energy, Inc., and CIT Capital USA Inc. entered into a forbearance
letter agreement on Oct. 29, 2010, whereby CIT agreed to
forebear from exercising its rights and remedies against the
Company and its property until Dec. 31, 2010.  The forbearance
relates to a senior secured revolving credit facility.  The
October Forbearance Letter extends the terms and provisions of the
parties' earlier forbearance agreement entered into on July 9,
2010, that extended the forbearance period to Oct. 29, 2010.


TREVOR DAVIS: Estranged Wife Wants Chapter 11 Trustee Appointed
---------------------------------------------------------------
Diane Davis is seeking appointment of a chapter 11 trustee in the
bankruptcy case of her estranged husband, New York real-estate
developer Trevor P. Davis.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that the Davises are in the midst of negotiating a marital
settlement as part of their pending divorce, which Trevor Davis
says is keeping him from drafting a plan to repay his creditors.
According to DBR, Ms. Davis argues that a trustee is warranted in
light of the "recklessness, incompetence and gross mismanagement"
her husband is allegedly displaying.

"A Chapter 11 trustee could step into the debtor's shoes and cause
assets to be disposed of in a rational manner," she said in court
papers, according to DBR. "If an independent professional is
appointed as Chapter 11 trustee, Mrs. Davis believes that this
case could come to a quick and rational conclusion with all
creditors being paid in full and no further waste of assets would
occur."

Ms. Palank says Davis cites such alleged wrongs as her husband's
refusal to cut costs while spending tens of thousands of dollars
on trips to the south of France, Anguilla, South Africa and
Geneva.  She also accused him of not informing the bankruptcy
court of the various non-debtor entities he formed to hold
"virtually all" of his personal wealth, thus keeping those assets
out of the court's jurisdiction.

According to Ms. Palank, Trevor Davis, in court papers filed
Thursday, said of allegations that he's hiding assets: "Nothing
could be further from the truth." He said the rest of the motion
is nothing more than "allegations, exaggerations and half-truths."
And he urged the bankruptcy court to see the motion for what he
says it truly is: "a continuation of a hotly contested divorce
proceeding" filed by "a disgruntled spouse."

As for allegations that he's living a lavish lifestyle, Mr. Davis
conceded his standard of living "is above that of the average
person." However, he said much of his expenses are obligations to
his family, like $26,000 in monthly mortgage payments and $11,000
in monthly common charges and real-estate taxes on the home where
Diane Davis and their children reside.

Trevor Davis added that while he opposes the "drastic" and
expensive measure of appointing a trustee, he's prepared to
consent to other remedies, like a "reasonable budget."

A Manhattan bankruptcy judge will consider the request at an
April 20 hearing.

Based in New York, Trevor P. Davis filed for Chapter 11 bankruptcy
protection on Dec. 21, 2011 (Bankr. S.D.N.Y. Case No. 10-16722).
Judge Shelley C. Chapman presides the case.  Scott S. Markowitz,
Esq., at Tarter Krinsky & Drogin LLP, represents the Debtor.  The
Debtor estimated assets of between $50 million and $100 million,
and debts of $10 million and $50 million.


TRIDIMENSION ENERGY: To Present Plan for Confirmation April 28
--------------------------------------------------------------
Hon. Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, approved the
disclosure statement explaining the joint plan of liquidation of
TriDimension Energy, L.P., and debtors affiliates.

A hearing on the confirmation of the plan will be held on
April 28, 2011, at 9:30 a.m., prevailing Central Time.  Plan
confirmation objections are due April 25.

The Plan contemplates the creation of a Liquidating Trust to
liquidate certain Liquidating Trust Assets and distribute any
remaining funds (after the payment of certain Allowed Claims), in
accordance with the Plan, to holders of Allowed Senior Lien
Deficiency Claims and Allowed Non-Senior Lien General Unsecured
Claims.

Under the Plan, holders of Allowed Senior Lien Secured Claims will
be paid the Remaining Sale proceeds after the funding of various
Reserve Accounts.

Holders of Allowed Senior Lien Deficiency Claims will receive
their Pro Rata share of (a) Series A Liquidating Trust Interests
and (b) distributions of Available Cash from the Series A
Distribution Reserve on account of such Liquidating Trust
Interests in accordance with the terms of the Plan if and when
available for distribution.

Holders of Allowed Non-Senior Lien General Unsecured Claims will
receive their Pro Rata share of (a) Series B Liquidating Trust
Interests and (b) distributions of Available Cash from the Series
B Distribution Reserve on account of such Liquidating Trust
Interests in accordance with the terms of the Plan if and when
available for distribution.

All existing Equity Interests in or of the Debtors will be
cancelled, terminated and extinguished and, except as set forth in
the Plan, will have no rights or Entitlements.

Counsel for the L.P. Debtors may be reached at:

     William L. Wallander, Esq.
     Clayton T. Hufft, Esq.
     Beth Lloyd, Esq.
     Bradley R. Foxman, Esq.
     VINSON & ELKINS LLP
     Trammell Crow Center
     2001 Ross Avenue, Suite 3700
     Dallas, TX 75201-2975
     Tel: (214) 220-7700
     Fax: (214) 220-7716
     E-mail: bwallander@velaw.com
             chufft@velaw.com
             blloyd@velaw.com
             bfoxman@velaw.com

Counsel for the GP Debtors may be reached at:

     Peter Franklin, Esq.
     Erin K. Lovall, Esq.
     FRANKLIN SKIERSKI LOVALL HAYWARD LLP
     10501 N. Central Expressway, Suite 106
     Dallas, TX 75231
     Tel: (972) 755-7100
     Fax: (972) 755-7110
     E-mail: pfranklin@fslhlaw.com
             elovall@fslhlaw.com

A complete text of the Disclosure Statement is available for free
at http://bankrupt.com/misc/TriDimensionEnergy.DS.pdf

                  About TriDimension Energy

TriDimension Energy, L.P., and seven of its affiliated companies,
prior to Dec. 8, 2010, operated in the oil and gas industry.  The
Debtors' core operations consisted of exploration for, and
acquisition, production, and sale of, crude oil and natural gas.
Prior to such time, the Debtors held leases covering 165,000 net
acres of oil and gas property, operated approximately 150 wells,
and held working interests in approximately 300 wells in various
portions of Louisiana and Mississippi.  On Dec. 8, 2010, the
Debtors sold substantially all of their assets to SR Acquisition
I, LLC, and ceased their oil and gas and business operations.
Tridimension Energy disclosed $37,211,921 in assets and
$45,389,239 in liabilities.

TriDimension Energy, L.P. and seven of its affiliated companies
filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No.
10-33565).  The LP Debtors retained Vinson & Elkins LLP as their
bankruptcy and restructuring counsel, and the GP Debtors retained
Franklin Skierski Lovall Hayward, LLP, as their bankruptcy and
restructuring counsel.  The LP Debtors retained Ottinger Herbert,
LLC, as their special and conflicts counsel, and Copeland, Cook,
Taylor & Bush as their special Mississippi counsel.

In May 2010, the Debtors retained FTI Consulting, Inc., to act as
the Debtors' financial advisors and assist with the Debtors' sale
process.  The Debtors have retained The BMC Group, Inc., to serve
as their claims and noticing agent, and as their Solicitation
Agent.

Attorneys at Gardere Wynne Sewell LLP serve as counsel to the
Official Committee of Unsecured Creditors.


ULTIMATE ACQUISITION: Closes Tigard, All Other Stores
-----------------------------------------------------
Geoff Pursinger at the Tualatin Times reported that Ultimate
Electronics announced it will close the doors to its Tigard,
Oregon store for good, after less than six months in business.
The company announced early this month its last day of business
would be April 10.  Ultimate Electronics filed for Chapter 11
bankruptcy in February, which company executives said would allow
them to close under-performing stores and negotiate better leases.
Ultimately, however, the retailer announced it would be closing
all of its electronics stores across 16 states.

                    About Ultimate Electronics

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Ultimate Acquisition and CC Retail filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-10245) on Jan. 26, 2011.
Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del., and Jay L. Welford,
Esq., and Judith Greenstone Miller, Esq., at Jaffe, Raitt, Heuer &
Weiss, P.C., in Southfield, Mich., serve as the Debtor's
bankruptcy counsel.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

An Official Committee of Unsecured Creditors was appointed on
Feb. 9, 2011.  The Panel has hired BDO USA LLP as its financial
advisor, and Cooley LLP and Womble Carlyle Sandridge & Rice PLLC
as bankruptcy counsel.

The Company was given formal approval from the court in February
to conduct going-out-of-business sales at all 46 stores.
Controlled by Mark J. Wattles, Ultimate decided to liquidate when
no one would provide financing for a reorganization.


US AIRWAYS: Bankr. Ct. Says $60 Mil. Holcome Claim Not Moot
-----------------------------------------------------------
WestLaw reports that a claim against the debtors' jointly
administered Chapter 11 estates had not become moot simply
because, relying on the fact that a claimant had not obtained a
stay pending appeal from an order disallowing her claim, the
debtors improperly distributed shares which had been reserved for
payment of the claim prior to the conclusion of the appeals
process. While recovering shares, which were freely tradeable, was
likely impossible, it was possible that the court could fashion
alternate relief, such as a money judgment in the claimant's
favor.  In re U.S. Airways, Inc., --- B.R. ----, 2011 WL 1103891
(Bankr. E.D. Va.) (Mitchell, J.).

The Honorable Stephen S. Mitchell entered his Memorandum Opinion
on Mar. 22, 2011, resolving two related matters.  The first -- on
remand from the United States Court of Appeals for the Fourth
Circuit -- is the reorganized debtor's objection to Claim No. 3018
filed by Fougere Holcombe in the amount of $60,475,000 for alleged
employment discrimination in violation of the Americans with
Disabilities Act.  The second is Ms. Holcombe's cross-motion to
set aside the original order disallowing her claim.

Ms. Holcombe's claim was disallowed on April 2, 2007.  In re U.S.
Airways, Inc., 365 B.R. 624 (Bankr. E.D.Va. 2007).  That ruling
was affirmed by the United States District Court for this district
on November 16, 2007, and on March 5, 2010, was largely affirmed
by the United States Court of Appeals for the Fourth Circuit.
Holcombe v. U.S. Airways, Inc., 369 Fed. Appx. 424 (4th Cir.
2010).  The Court of Appeals, however, did reverse and remand for
consideration of whether discriminatory acts had been committed
subsequent to confirmation of the plan in the debtor's first
chapter 11 case.  Id. at 428-29.  The District Court, in turn,
remanded to the bankruptcy court on June 7, 2010.

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


V-100 LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: V-100 LLC
        5308 Parklane Drive, Suite 2
        P.O. Box 2646
        Kearney, NE 68848
        Tel: (308) 293-9791

Bankruptcy Case No.: 11-41045

Chapter 11 Petition Date: April 15, 2011

Court: U.S. Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: Galen E. Stehlik, Esq.
                  LAURITSEN, BROWNELL, BROSTROM, STEHLIK
                  724 W. Koenig
                  P.O. Box 400
                  Grand Island, NE 68802
                  Tel: (308) 382-8010
                  Fax: (308) 382-8018
                  E-mail: galens@lauritsenlaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Jeffrey S. Sikes, managing member of
Vista Pointe Mall, LLC, sole owner/manager.


WATERSCAPE RESORT: Taps Troutman Sanders as Bankruptcy Counsel
--------------------------------------------------------------
Waterscape Resort LLC asks for authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Troutman Sanders LLP as bankruptcy counsel, nunc pro tunc to the
Petition Date.

Troutman Sanders can be reached at:

                  Brett D. Goodman, Esq.
                  Lee William Stremba, Esq.
                  TROUTMAN SANDERS LLP
                  The Chrysler Building
                  405 Lexington Avenue
                  New York, NY 10174
                  Tel: (212) 704-6170
                       (212) 704-6143
                  Fax: (212) 704-5966
                       (212) 704-6137
                  E-mail: brett.goodman@troutmansanders.com
                          lee.stremba@troutmansanders.com

The current standard hourly rates for Troutman are:

            Professional                  Rate/Hour
            ------------                  ---------
          Partners                       $325-$1,000
          Associates & Counsel           $215-$600
          Paralegals & Law Clerks        $135-$290

Troutman Sanders has agreed to discount the amount charged for the
types of services to be performed herein by 10%; as reduced, the
current hourly billing rates of the attorneys primarily working on
this matter will be:

            Professional                  Rate/Hour
            ------------                  ---------
          Mitchel H. Perkiel, Partner      $706.50
          Lee W. Stremba, Partner          $702.00
          Mitchel Fenton, Partner          $567.00
          Farah S. Ahmed, Associate        $360.00
          Brett D. Goodman, Associate      $315.00
          James S. Pincow, Associate       $247.50
          Harriet Cohen, Paralegal         $238.50
          Reyko Delpino, Paralegal         $211.50

To the best of the Debtor's knowledge, Troutman Sanders assures
the Court that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                     About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a
Delaware limited liability company formed on or about Jan. 24,
2005.  The principal office of the Debtor is at 15 West 34th
Street, New York, New York 10001.  On July 19, 2005, Waterscape
acquired the property, consisting of the three contiguous
buildings at 66, 68 and 70 West 45th Street in Manhattan, for the
sum of $20 million to develop the property into a 45-storey
condominium project including a luxury hotel, a restaurant and
luxury residential apartments.  The purchase was financed with a
$17 million acquisition loan and mortgage from U.S. Bank
Association.

Construction of the hotel and residential units, given the name
Cassa NY Hotel and Residences, commenced in July 2007.  By the end
of September 2010, the hotel and residential units were completed.
The Debtor generates its revenue from guests who stay at the hotel
and in the Debtor's residential condominium units, and from sales
of unsold residential condominium units.  The Debtor's hotel and
rental business has produced gross revenues of approximately
$17 million to $18 million on an annual basis, and by the end of
September 2010, the Debtor had sold five residential apartment
units for a total of approximately $12,710,340.

The Debtor's Cassa NY Hotel and Residences features 165 hotel
rooms, and above the hotel units, 57 residences.  The Debtor's
restaurant will occupy the first level below ground, but will be
visible from the ground floor hotel lobby.  The Debtor's
restaurant is not yet open for business.

The Debtor has for several months been embroiled in litigation
with numerous contractors and subcontractors who have asserted
alleged mechanics lien claims against the Property totaling
approximately $20 million.

As of the Petition Date, the Debtor had outstanding approximately
$134.4 million of secured loan principal obligations under credit
facilities with US Bank and USB Capital Resources, Inc.  The debt
is secured by liens upon all of the assets of the Debtor,
including mortgages on the Debtor's real property, together with
liens on all rents, proceeds and cash of the Debtor, pledges of
member interests in Waterscape, and guarantees by Waterscape
members and other third-party grantors.  The Debtor's secured debt
was incurred under three separate agreements for: (i) an
acquisition and project loan; (ii) a construction loan; and (iii)
a mezzanine loan; each of which was made in connection with the
acquisition or development of the Debtor's property.

Over the last several months, the Debtor engaged in extensive
negotiations with the Secured Lenders regarding the parameters of
a comprehensive restructuring.  The Debtor also engaged in
extensive marketing efforts and negotiations to sell its hotel
assets to a non-insider buyer.  The restructuring discussions
between the Debtor and the Secured Lenders reached an impasse, and
on March 21, 2011, UBS, the junior of the two Secured Lenders,
filed a foreclosure action against the Debtor in the Supreme Court
of the State of New York, County of New York.

The Debtor then filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11593) on April 5, 2011.  The Debtor
estimated its assets and debts at $100 million to $500 million.


WAYSIDE RD.: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Wayside Rd. Assoc., LLC
          dba Wayside Road Associates
        734 Mattison Avenue
        Asbury Park, NJ 07712-7021

Bankruptcy Case No.: 11-21699

Chapter 11 Petition Date: April 15, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Peter Broege, Esq.
                  BROEGE, NEUMANN, FISCHER & SHAVER
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  E-mail: pbroege@bnfsbankruptcy.com

Scheduled Assets: $2,425,000

Scheduled Debts: $1,504,280

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/njb11-21699.pdf

The petition was signed by Henry V. Vaccaro, managing member of
Neverland Assoc., managing member.


WECK CORP: Creditors Will Get 3% to 7% Under Liquidation Plan
-------------------------------------------------------------
The Weck Corporation, doing business as Gracious Home, and its
debtor-affiliates delivered a proposed Chapter 11 plan of
liquidation and an explanatory disclosure statement to the U.S.
Bankruptcy Court for the Southern District of New York.

The Plan will facilitate the liquidation of the Debtors' estates
and the distribution of their remaining assets -- principally cash
-- to holders of allowed claims.  Under the Plan, among other
things, holders of unsecured claims are expected to recover
between 3% and 7% of their allowed claim.  Each holder paid its
pro rata distribution of the liquidated assets of the estates
after the payment of the administrative claims, priority claims,
secured claims and plan expenses.  Equity interest will be deemed
canceled.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?7596

A full-text copy of the Chapter 11 Plan of Liquidation is
available for free at http://ResearchArchives.com/t/s?7597

                      About The Weck Corporation

The Weck Corporation filed for Chapter 11 bankruptcy protection on
August 13, 2010 (Bankr. S.D.N.Y. Case No. 10-14349).  Mark T.
Power, Esq., at Hahn & Hessen LLP, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Petition Date.

Affiliates Weck Chelsea, LLC (Bankr. S.D.N.Y. Case No. 10-14353),
Gracious Home.com, LLC (Bankr. S.D.N.Y. Case No. 10-14351), and
West Weck, LLC (Bankr. S.D.N.Y. Case No. 10-14350) filed separate
Chapter 11 petitions on August 13, 2010.


WESTCLIFF MEDICAL: Exclusive Plan Filing Deadline Moved to June 13
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, gave Westcliff Medical Laboratories, Inc., and
its debtor affiliates until June 13 to file their plan of
reorganization and until August 12 to solicit acceptances of that
plan.

Santa Ana, California-based Westcliff Medical was, prior to the
sale of substantially all of its assets, which closed on June 16,
2010, the operator of approximately 170 branded, stand-alone,
patient service center laboratories and STAT labs.  Westcliff
filed a Chapter 11 petition on May 19, 2010, in Santa Ana,
California (Bankr. C.D. Calif. Case No. 10-16743).  Ron Bender,
Esq., Jacqueline L. Rodriguez, Esq., Todd M. Arnold, Esq., and
John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo &
Brill, LLP, in Los Angeles, Calif., assist the Debtor in its
restructuring effort.  In its schedules, the Debtor listed
$61,210,303 in assets and $66,244,135 in liabilities.  Parent
BioLabs Inc. also filed for Chapter 11.  The parent has no assets
aside from owning Westcliff.


WEST CORP: No Public Market of Common Shares Exists
---------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission Amendment No. 5 to Form S-1 registration statement
regarding an initial public offering of shares of common stock of
the Company.  No public market for the Company's common stock has
existed since the Company's recapitalization in 2006.

A full-text copy of the Amended Prospectus is available for free
at http://is.gd/BfONFv

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

The Company's balance sheet at Dec. 31, 2010 showed $3.00 billion
in total assets, $4.04 billion in total liabilities, $1.50 billion
in commitments and contingencies, and a $2.54 billion
stockholders' deficit.

The Company reported net income of $60.30 million on $2.39 billion
of revenue for the year ended Dec. 31, 2010, compared with net
income of $90.97 million on $2.38 billion of revenue during the
prior year.

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WESTERN APARTMENT: Taps O'Connor Playdon as General Counsel
-----------------------------------------------------------
Western Apartment Supply & Maintenance Co. asks for authorization
from the U.S. Bankruptcy Court for the District of Hawaii to
employ the law firm of O'Connor Playdon & Guben LLP as general
counsel.

O'Connor Playdon can be reached at:

                  Jeffery S. Flores, Esq.
                  Jerrold K. Guben, Esq.
                  O'CONNOR PLAYDON & GUBEN LLP
                  Pacific Guardian Center
                  Makai Tower, Suite 2400
                  733 Bishop Street
                  Honolulu, HI 96813
                  Tel: (808) 524-8350
                  Fax: (808) 531-8628
                  E-mail: jsf@opglaw.com
                          jkg@opglaw.com

O'Connor Playdon has received a $50,000 retainer in this matter.
The $50,000 has been deposited in the O'Connor Playdon client
trust account and won't be transferred to the firm's general
account until authorized by the Court.

Jerold K. Guben, Esq., a partner at O'Connor Playdon, assures the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

Western Apartment Supply & Maintenance Company owns and operates
the Days Inn Maui Oceanfront Inn at 2980 S. Kihei Road, Kihei,
Maui Hawaii.  It filed a Chapter 11 petition (Bankr. D. Hawaii
Case No. 11-00941) in Honolulu, Hawaii, on April 5, 2011.  It
estimated assets and debts between $10 million and $50 million.

This is the third time Western Apartment has sought bankruptcy
protection.  It first filed a Chapter 11 petition (Case No. 04-
00072) in January 2004 then returned to Chapter 11 (Case No. 06-
00459) in July 2006.  Both cases were dismissed and Western
Apartment continued to operate the hotel.


WESTMORELAND COAL: Amends Form S-1 for 3,766,715 Shares
-------------------------------------------------------
Westmoreland Coal Company filed a Post-Effective Amendment No. 4
to Form S-1 to update its registration statement on Form S-1,
which was initially declared effective by the Securities and
Exchange Commission on May 22, 2009, (i) to include the
information contained in certain periodic filings filed with the
SEC, and (ii) make certain other updating revisions.

The prospectus relates to the resale, from time to time, by
selling securityholders of 3,766,715 shares of Westmoreland Coal
Company common stock.  Shares of common stock offered by selling
securityholders consist of:

   (a) 1,877,946 shares acquired upon conversion of 9% senior
       secured convertible promissory notes;

   (b) 1,403,761 shares purchased by certain selling
       securityholders in the open market; (c) 6,318 shares
       issuable upon conversion of depositary shares representing
       fractional interests in our Series A Preferred Stock
       purchased by a selling securityholder in the open market;
       and

   (e) 478,690 shares that have been or will be contributed by the
       Company to the Westmoreland Coal Company Retirement Plan
       Trust from time to time in satisfaction of certain funding
       obligations the Company has to the trust.

The selling securityholders received the securities in
transactions exempt from the registration requirements of the
Securities Act of 1933, as amended.  All securities, except for
those being contributed to the Westmoreland Retirement Plan Trust,
are being registered pursuant to registration rights agreements
with selling securityholders.

The prices at which the selling securityholders may sell the
securities will be determined by prevailing market prices or
through privately negotiated transactions and the selling
securityholders will be responsible for any discounts or
commissions due to brokers or dealers.  The Company will not
receive proceeds from the sale of the securities.  The Company has
agreed to bear the expenses of registering the securities covered
by this prospectus and any prospectus supplements.

The securities are being registered to permit the selling
securityholders to sell the securities from time to time in the
public market.  The selling securityholders may sell the
securities through ordinary brokerage transactions or through any
other means described in the section titled "Plan of
Distribution."  The Company does do not know when or in what
amount the selling securityholders may offer the securities for
sale.  The selling securityholders may sell any, all or none of
the securities offered by this prospectus.

The Company's common stock is listed on NYSE Amex under the symbol
"WLB."  On April 6, 2011, the last reported sale price of the
Company's common stock on the NYSE Amex was $15.29 per share.

A full-text copy of the Amended Prospectus is available for free
at http://is.gd/IMjTrN

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $3.2 million on $506.1 million
of revenues for 2010, compared with a net loss of $29.2 million on
$443.4 million of revenues for 2009.  Operating income was
$20.5 million in 2010 compared to a loss of $31.8 million in 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$750.3 million in total assets, $912.7 million in total
liabilities, and a stockholders' deficit of $162.4 million.

                          *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WOLVERINE TUBE: Seeks Exclusivity Extension After PBGC Deal
-----------------------------------------------------------
Wolverine Tube Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive period to solicit acceptances of its Chapter 11 plan of
reorganization until July 15, 2011.

A hearing is set for May 16, 2011, at 2:00 p.m., to consider the
Debtors' request for extension of time.  Objections, if any, are
due May 9, 2011.

Among other things, the Plan provides for a significant
deleveraging of the Debtors' balance sheet -- including the
conversion of more than $100 million of notes to equity -- and
contemplates that general unsecured claims will be satisfied in
the ordinary course of business of otherwise rendered unimpaired.

According to the Debtors, the Pension Benefit Guaranty Corporation
objected to their disclosure statement explaining their plan.  The
parties have been in talks over several months in an effort to
reach a consensual treatment of PBGC's claims.

As reported by the Troubled Company Reporter on April 15, 2011,
Bankruptcy Law360 said Wolverine Tube filed its first Chapter 11
joint plan for reorganization on Wednesday after reaching a
settlement agreement with its pension plan manager the Pension
Benefit Guaranty Corp.  Law360 said cash payments under the plan
will be funded by, among other things, Wolverine's business
operations or the sale of assets, according to the proposed plan,
filed in bankruptcy court.

As reported in the TCR on April 12, 2011, Wolverine Tube signed a
memorandum of understanding with the PBGC relating to a settlement
of claims asserted by the PBGC.

When it filed for bankruptcy, the Debtors filed a prearranged
chapter 11 plan proposing to pay unsecured creditors in full and
turning ownership of the reorganized company over to their
noteholders.

                         About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and
$237 million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

No official committee of unsecured creditors has been appointed in
the case.


XSTREAM SYSTEMS: Organizational Meeting Set for April 21
--------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on April 21, 2011, at 10:00 a.m. in
the bankruptcy case of Xstream Systems, Inc.  The meeting will be
held at J. Caleb Boggs Federal Building, 844 King Street, Room
5209, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Sebastian, Florida-based XStream Systems, Inc., filed for Chapter
11 bankruptcy protection on April 8, 2011 (Bankr. D. Del. Case No.
11-11086).  Jamie Lynne Edmonson, Esq., at Bayard PA, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated its assets
at $500,001 to $1 million and debts at $1 million to $10 million.


ZALE CORP: SEC Completes Investigation, Takes No Action
-------------------------------------------------------
The Staff of the Fort Worth office of the Securities and Exchange
Commission notified Zale Corporation that the Staff has completed
its investigation of the Company and does not intend to recommend
any enforcement action by the SEC.  The investigation commenced in
October 2009 and was previously disclosed in the Company's public
filings.

According to the Dallas Business Journal, the investigation
relates to errors made in the Company's 2009 fiscal year
statements.

"We are pleased to announce that the SEC has concluded its
investigation," said Theo Killion, chief executive officer.  "We
are glad to share with our investors and employees that this
matter is now behind us as we continue to focus on returning our
business to profitability."

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale reported a net loss of $93.67 million on $1.62 billion of
revenues for the year ended July 31, 2010, compared with a net
loss of $166.35 million on $1.78 billion of revenues for the same
period a year ago.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.

The Company's balance sheet at Jan. 31, 2011 showed $1.20 billion
in total assets, $960.97 million in total liabilities and $244.01
million in total stockholders' investment.


* 6 Lenders Fail Friday as Year's Closings Reach 34
---------------------------------------------------
Superior Bank, with $3 billion in assets, is the biggest lender to
be shut this year.  Superior Bank, in Birmingham, Alabama, is
among six banks that were closed by regulators Friday and sent to
receivership to the Federal Deposit Insurance Corp.  A total of 34
FDIC-insured institutions have failed in the nation this year.

Superior Bank, N.A., Birmingham, Alabama, a newly-chartered bank
subsidiary of Community Bancorp LLC, Houston, Texas, signed an
agreement with the FDIC to assume all of the deposits of Superior
Bank.

The six failures Friday drained $588.1 million from the FDIC's
deposit-insurance fund.

The failures include Nexity Bank, which had $793.7 million in
assets.  AloStar Bank of Commerce, a newly chartered bank, signed
a deal with the FDIC to assume all of the deposits of Nexity Bank.

The four other banks were also sold to other lenders.  Trustmark
National Bank, Jackson, Mississippi, agreed to assume all of the
deposits of Heritage Banking Group, Carthage, Mississippi.
Central Bank, Stillwater, Minnesota, agreed to assume all of the
deposits of Rosemount National Bank, Rosemount, Minnesota.
Citizens South Bank, Gastonia, North Carolina, is assuming all of
the deposits of New Horizons Bank, East Ellijay, Georgia.
Hamilton State Bank, Hoschton, Georgia, agreed to assume all of
the deposits of Bartow County Bank, Cartersville, Georgia.

                      Private Equity Funds

Dakin Campbell at Bloomberg News notes that community banks backed
by private-equity funds purchased at least two lenders Friday.

Hamilton State Bancshares Inc. and Community Bancorp LLC, which
together raised more than $1.2 billion for acquisitions, bought
failed lenders in Alabama and Georgia.  Community Bancorp
purchased Superior Bank of Birmingham, Alabama.

"This transaction represents a sound strategic move for
Community Bancorp and an exciting growth opportunity," Chief
Executive Officer Paul B. Murphy Jr. said in a statement. "We
continue to build our competitive banking franchise in the
Southeast."

Bloomberg recounts that Community Bancorp completed a $1 billion
capital raise in November.  Mr. Murphy, a former Zions
Bancorporation executive, runs the company with former JPMorgan
Chase & Co. Chairman William B. Harrison, the architect of one of
the biggest bank mergers in U.S. history, the $58 billion purchase
of Bank One in 2004.

Hamilton State, which acquired $304.1 million in total deposits of
Cartersville, Georgia-based Bartow County Bank, is backed by
Angelo Gordon & Co. and Tailwind Capital LLC, the New York-based
firms that invested $60 million each in the Hoschton, Georgia-
based lender earlier this year, according to a statement. Hamilton
completed the $231.6 million private placement in February.

AloStar Bank, which acquired Nexity Bank, was started by Michael
J. Gillfillan, a former Wells Fargo & Co. chief credit officer,
and former SunTrust Banks Inc. executive Andrew McGhee, founder of
Atlanta-based private-equity firm Archway Equity Partners.

                  2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                 Loss-Share
                                 Transaction Party   FDIC Cost
                    Assets of    Bank That Assumed   to Insurance
                    Closed Bank  Deposits & Bought   Fund
   Closed Bank      (millions)   Certain Assets      (millions)
   -----------      -----------  -----------------   ------------
Heritage Banking         $224.0  Trustmark National         $49.1
Rosemount National        $37.6  Central Bank                $3.6
Nexity Bank              $793.7  AloStar Bank of Commerce  $175.4
New Horizons Bank        $110.7  Citizens South Bank        $30.9
Bartow County Bank       $330.2  Hamilton State Bank        $69.5
Superior Bank          $3,000.0  Superior Bank, N.A.       $259.6

Nevada Commerce Bank     $144.9  City National Bank         $31.9
Western Springs          $186.8  Heartland Bank             $31.0
Bank of Commerce         $163.1  Advantage National         $41.9
Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

                     884 Banks in Problem List

The FDIC said for all of 2010, mergers absorbed 197 institutions,
while 157 insured commercial banks and savings institutions
failed.  This is the largest annual number of bank failures since
1992, when 181 institutions failed.

The number of institutions on the FDIC's "Problem List" increased
from 860 in the third quarter to 884 in the fourth quarter.  There
were 775 banks on the list at the end of the first quarter and 829
at June 30.

Total assets of "problem" institutions increased from $379 billion
at Sept. 30, 2010, to $390 billion at the end of the fourth
quarter.  The assets though are below the $403 billion reported at
year-end 2009.

FDIC Chairman Sheila C. Bair notes the rate of increase in the
number of "problem" banks has declined in each of the past four
quarters.  Thirty insured institutions failed during the fourth
quarter, bringing the total number of failures for the full year
to 157.  "As we have repeatedly stated, we believe that the number
of failures peaked in 2010, and we expect both the number and
total assets of this year's failures to be lower than last
year's," added Bair.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Regional Banks Still in "Precarious and Difficult," Analyst Says
------------------------------------------------------------------
Robin Sidel, writing for The Wall Street Journal, reports that
many regional banks still are wrestling with the fallout from
credit that they extended to borrowers before the financial
crisis, even though loan delinquencies and defaults are declining.
They are concentrated in fewer geographic areas and have fewer
lines of business to cushion them.

"The smaller names are certainly in a very precarious and
difficult position because their credit problems are enormous,"
says Gerard Cassidy, an analyst at RBC Capital Markets.

The Journal relates nearly 12% of the nation's 7,657 banks were on
the Federal Deposit Insurance Corp.'s "problem list" at the end of
December, up to 884 during the fourth quarter of 2010 from 860 the
prior three months.  The FDIC doesn't publicly release the names
of the struggling institutions, but they are believed to be
regional and community banks, the Journal says.

"The regulators are now looking at the second and third tiers of
these banks," said Mark Kanaly, a partner at law firm Alston &
Bird LLP in Atlanta, according to the Journal. "All of them have
been given a chance to recover."


* Big Banks Face Fines for Foreclosure Mess
-------------------------------------------
American Bankruptcy Institute reports that the Federal Reserve
Board and banking regulators have formally accused 14 mortgage
servicers of engaging in "unsafe and unsound" practices in
residential loan and foreclosure processing, announcing
settlements that immediately require major procedural changes and
will eventually include monetary damages.


* Two Defaults Last Week Drive S&P's Global Tally to 6
------------------------------------------------------
U.S.-based Liz Claiborne Inc. and Canada-based Cinram
International Inc. completed distressed exchange offers last week,
raising the 2011 global corporate default tally to six, said an
article published Friday by Standard & Poor's, titled "Global
Corporate Default Update (April 8 - 14, 2011) (Premium)."

Four of this year's defaults were based in the U.S., one was based
in the Czech Republic, and one was based in Canada. By comparison,
30 global corporate issuers had defaulted by this time in 2010 (21
U.S.-based issuers, one European issuer, two issuers from the
emerging markets, and six in the other developed region, which
consists of Australia, Canada, Japan, and New Zealand).

"So far in 2011, two entities have defaulted because of distressed
exchange offers, and another four defaulted because of missed
interest or principal payments, which were among the top reasons
for default last year," said Diane Vazza, head of Standard &
Poor's Global Fixed Income Research.

Of the defaults in 2010, 28 resulted from missed interest or
principal payments, 25 resulted from Chapter 11 and foreign
bankruptcy filings, 23 from distressed exchanges, three from
receiverships, one from regulatory directives, and one from
administration.

Following a year of record-setting highs in terms of global
corporate default statistics, 2010 provided the markets with a
noticeable reversal.  In 2010, 81 global corporate issuers
defaulted, down from the record high of 265 in 2009.  None of the
81 defaulters began the year rated investment grade.  The debt
amount affected by these defaults fell to $95.7 billion, also
considerably lower than in 2009.


* S&P: Consumers Starting to Releverage While Still Deleveraging
----------------------------------------------------------------
U.S. consumers are continuing to reduce their revolving credit
debt, and deleveraging as a result, according to a recent report
published April 8, 2011, by Standard & Poor's Ratings Service.
Based on the U.S. Federal Reserve's April 7, 2011, Consumer Credit
data, revolving debt fell 4.1% in February. However, the month
also saw nonrevolving debt up 7.7%, and the overall seasonally
adjusted nonmortgage consumer credit outstanding in February
increased at an annualized rate of 3.8%.  These positive trends,
which we have been seeing since August 2010, may be a sign
that U.S. consumers are beginning to releverage.  In fact, the
seasonally adjusted amount of nonrevolving debt is currently above
its mid-2008 peak and at a historical high.  Most of February's
growth in nonrevolving credit reflects government lending for
student loans.

"For the past six month, overall consumer credit has been on the
rise, increasing $7.6 billion to $2.42 trillion in February from
January.  In our view, these increases suggest that we have
started to see the end of deleveraging, especially in the
nonrevolving consumer sector," said research analyst Erkan Erturk.
"Nonrevolving credit outstanding (mainly auto and student loans)
rose $10.3 billion (7.7%) in February to $1.63 trillion.  This
growth suggests that U.S. consumers may be releveraging as they
have started to increase their nonmortgage nonrevolving debt."

Despite the recent releveraging of nonrevolving debt, revolving
debt decreased $180 billion (18.5%) from it peaked in mid-2008,
which suggests continued deleveraging in consumer revolving
credit.  In addition, total consumer debt (excluding mortgages)
remains well below its peak level, declining $162 billion, or
6.3%, in February from its mid-2008 peak.

Shrinking debt has spurred reductions in the household debt
service levels, as well as in the ratio of debt payments and other
obligations to disposable personal income.  Consequently,
household balance sheets are improving, which is consistent with
the trends we see in the declining consumer credit default
rates (according to the S&P/Experian Default Indices).  Overall,
deleveraging and improved consumer collateral performance are both
helpful for the performance of existing consumer asset-backed
securities (ABS) transactions.

However, ABS issuance is likely to suffer as the outstanding
consumer debt continues to shrink.


* S&P: US CLO Performance Still Improving in 2011
-------------------------------------------------
Performance among U.S. collateralized loan obligation transactions
continued to strengthen in 2011, according to a recent report
published by Standard & Poor's.  "One speculative-grade obligor
defaulted in January and one in February, both of which had
negligible exposure in U.S. CLOs," said credit analyst Jayashree
Subramanian. "All of the CLO cohorts that we track in our index
carried a lower level of defaulted assets."  Speculative-grade
upgrades outpaced downgrades, with 18 upgrades and 12 downgrades
during the month.

Standard & Poor's monthly CLO Index Report highlights a number of
key risk areas for these transactions, including rating migration
within the underlying collateral portfolios and changes in the
levels of senior and subordinate par coverage ratios and interest
coverage ratios, as well as other information relevant to the
sector.

The full report, "February 2011 U.S. CLO Index Report: Lower
Defaults And Speculative-Grade Upgrades Uplifted CLO Performance,"
was published April 12, 2011, on RatingsDirect on the Global
Credit Portal.


* BOND PRICING -- For Week From April 11 to 15, 2011
----------------------------------------------------

   Company           Coupon    Maturity   Bid Price
   -------           ------    -------    ---------
AHERN RENTALS         9.250%    8/15/2013      48.0
AMBAC INC             5.950%    12/5/2035      10.8
AMBAC INC             6.150%     2/7/2087       1.3
AMBAC INC             7.500%     5/1/2023      10.8
AMBAC INC             9.500%    2/15/2021      10.8
AMBASSADORS INTL      3.750%    4/15/2027      43.5
BANK NEW ENGLAND      9.875%    9/15/1999      13.5
BANKUNITED FINL       6.370%    5/17/2012       5.5
CAPMARK FINL GRP      5.875%    5/10/2012      48.0
DUNE ENERGY INC      10.500%     6/1/2012      71.5
EDDIE BAUER HLDG      5.250%     4/1/2014       4.0
FAIRPOINT COMMUN     13.125%     4/2/2018       1.1
FIRST UNION CAPI      7.935%    1/15/2027     102.4
FORD MOTOR CRED       7.500%    4/25/2011      99.3
FRANKLIN BANK         4.000%     5/1/2027       5.2
GENERAL MOTORS        7.125%    7/15/2013      25.6
GENERAL MOTORS        7.700%    4/15/2016      25.7
GENERAL MOTORS        9.450%    11/1/2011      29.0
GREAT ATLA & PAC      6.750%   12/15/2012      34.1
GREAT ATLANTIC        9.125%   12/15/2011      30.8
HARRY & DAVID OP      9.000%     3/1/2013      24.0
HORIZON LINES         4.250%    8/15/2012      84.8
KEYSTONE AUTO OP      9.750%    11/1/2013      41.4
LEHMAN BROS HLDG      4.500%     8/3/2011      23.8
LEHMAN BROS HLDG      4.800%    3/13/2014      24.7
LEHMAN BROS HLDG      5.000%    2/11/2013      23.3
LEHMAN BROS HLDG      5.000%    3/27/2013      24.3
LEHMAN BROS HLDG      5.000%     8/5/2015      23.5
LEHMAN BROS HLDG      5.100%    1/28/2013      24.1
LEHMAN BROS HLDG      5.150%     2/4/2015      24.3
LEHMAN BROS HLDG      5.250%    2/11/2015      24.0
LEHMAN BROS HLDG      5.625%    1/24/2013      25.6
LEHMAN BROS HLDG      5.750%    5/17/2013      23.8
LEHMAN BROS HLDG      6.000%    7/19/2012      24.8
LEHMAN BROS HLDG      6.000%    6/26/2015      24.0
LEHMAN BROS HLDG      6.000%   12/18/2015      24.3
LEHMAN BROS HLDG      6.625%    1/18/2012      24.3
LEHMAN BROS HLDG      8.050%    1/15/2019      24.3
LEHMAN BROS HLDG      8.500%     8/1/2015      23.1
LEHMAN BROS HLDG      8.800%     3/1/2015      24.6
LEHMAN BROS HLDG      8.920%    2/16/2017      25.8
LEHMAN BROS HLDG      9.500%   12/28/2022      23.5
LEHMAN BROS HLDG      9.500%    1/30/2023      24.5
LEHMAN BROS HLDG      9.500%    2/27/2023      23.4
LEHMAN BROS HLDG     10.000%    3/13/2023      24.4
LEHMAN BROS HLDG     10.375%    5/24/2024      23.0
LEHMAN BROS HLDG     11.000%    6/22/2022      23.3
LEHMAN BROS HLDG     11.000%    8/29/2022      24.4
LEHMAN BROS HLDG     11.000%    3/17/2028      23.8
LEHMAN BROS HLDG     12.120%    9/11/2009       5.4
LEHMAN BROS HLDG     22.650%    9/11/2009      24.0
LEHMAN BROS INC       7.500%     8/1/2026      14.0
LOCAL INSIGHT        11.000%    12/1/2017       0.8
LTX-CREDENCE          3.500%    5/15/2011      90.0
MAJESTIC STAR         9.750%    1/15/2011      21.5
NEWPAGE CORP         10.000%     5/1/2012      61.3
NEWPAGE CORP         12.000%     5/1/2013      33.0
RASER TECH INC        8.000%     4/1/2013      29.8
RESTAURANT CO        10.000%    10/1/2013      15.2
RIVER ROCK ENT        9.750%    11/1/2011      88.9
SBARRO INC           10.375%     2/1/2015      20.6
TEXAS COMP/TCEH       7.000%    3/15/2013      29.0
THORNBURG MTG         8.000%    5/15/2013       3.0
TIMES MIRROR CO       7.250%     3/1/2013      46.0
TOUSA INC             9.000%     7/1/2010      19.0
TRANS-LUX CORP        8.250%     3/1/2012      16.6
TRANS-LUX CORP        9.500%    12/1/2012      15.3
TRICO MARINE          3.000%    1/15/2027       4.8
VIRGIN RIVER CAS      9.000%    1/15/2012      48.0
WASH MUT BANK FA      5.650%    8/15/2014       0.3
WCI COMMUNITIES       7.875%    10/1/2013       0.5
WOLVERINE TUBE       15.000%    3/31/2012      40.2



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDFformat.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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